Cosmic Spider
by levelxtremedude
Summary: When an explosion on the Helicarrier renders Spider-Man in a coma, he wakes up one year later to discover he has new powers at the tip of his fingertips. One problem he doesn't know how to control them and one member on the team has experience to show him how to use them well for him to get it right before it's too late for the world.
1. Prologue

**Prologue **

"Whatever you are-" Captain Universe said, gathering energy ready to strike this monster down, "-You are no match for the Enigma force!"

What he was never expecting was a large hand to grab him by the face crushing it in the process, "Your precious primal force of creation? You poor fool that is pure life force!"

Ms. Marvel along with other spider themed heroes were in the middle of fighting the other inheritors, she managed to knock Morlun back yet he was resilient keeping up the pressure on her. She right hooked him while he delivered a hard blow to her stomach knocking her down to the ground.

"ARGH!"

She looked up paling ghostly white to see her beloved in the clutches of the leader of the inheritors, "PETER!"

"Let him go!" She was about to charge Solus when she once again tackled by Morlun from behind with him straddling her with her arms pinned to the side.

"We have unfinished business Ms. Marvel, however watching **your** worlds Peter die might be more enjoyable." With a mighty heave he forced Carol to move her head to watch as Peter life force was taken away from him, "Enjoyable for me at least BWHAHAHAHA…."

"You are a sick man…"

Solus taunted the cosmic powered super hero, "The power that my brood feasts on! While it may be too much for my any of my children to handle I on the other hand…I am one of the first of my kind, and my hunger knows no limits!"

"PETER!" Carol cried out struggling against Morlun grip, this inheritor was her equal in terms of strength due to the amount of spiders he devoured thus making him a difficult opponent to deal with.

When it was finished Carol stopped struggling watching in horror to a drained Captain Universe, he was shell of his former-self. He was dry as a raisin left out in the sun, Morlun chuckled darkly letting her go.

"I'll leave you to mourn over your dead lover." He mocked, "I have other business to attend to."

Carol heard him or not didn't care she was focused on one thing that was the man that she loved under the grip of their father Solus. Slowly she got up going to her world Peter Parker with her eyes starting to water as they leaked out of her tear ducts.

Solus watched as Ms. Marvel approached her dead lover, she touched his shoulder, her lips trembled, words failed, the battle seem to have frozen as all eyes turned to one direction.

"P-P-peter…"

"Ugh…I had…ul-timate…p-p-owwer…ultimate…responsibility…" he said weakly

Carol gently cradle him in her arms, tears now streaming down her face, "Your g-going…to be alright…please j-just hang in there okay?"

"Car-ol…it's…too…llaaattteee…" weakly he reached out to her face, she brought it close to her cheek, "I…I…lov…"

He slumped his hand fell out of hers, Carol breathed heavily, "Peter? Peter!"

No response, he was dead, her Amazing Spider-Man was dead…Carol buried her head in his crook of his neck sobbing hysterically not caring who was watching her. After all they've been through, after many battles they have won together in the peace, her lover was dead and now nothing else mattered.

* * *

Unknown location

He couldn't watch this any further than he could have it was painful enough to see this and with a wave of his hand he closed the window.

"This worlds Peter fate is sealed with the others if Spider-Phoenix does not arise."

"What are we to do then? You said it yourself that you will not interfere unless absolutely necessary, Beyonder."

"I know what I said and I will redo this world history to try to prevent this from ever happening." With a wave of his hand the window appeared again with a battle engaging once again. Using his own powers of manipulation time froze in this world, "I will send the Enigma force back into a time where the Avengers were needed the most before the time of the Civil War!"

"You're not thinking about sending it back when…" The woman asked

"Indeed I am Madam Webb…I'm sending it back when the Master of Evil were upon the face of the earth." He said,

"Solus will come after you for interfering in his hunt, you know that."

"Let him come he nor his children are a match for me." Beyonder stated as of matter of fact, with a wave of his hand the deed was done, "With a second chance I've given the Enigma Force it will warn Peter of the oncoming doom that awaits him in the near future."  
"Let's just hope it was the right decision." Madam Webb said, she placed her fingers "Solus is a god now with the ability to oversee any reality he wishes, he is at the center of this destructive web cycle."

"He may think himself as one but I made sure he will never remember what had happened." Beyonder smirked, "For now we wait and watch."

* * *

**LXD: Welcome all to the first Avengers fan fiction, this idea was swimming around in my head so I wanted to write about it after reading a couple of Avengers fan fiction between the two. In case your wondering who I'm talking about it is Spider-Man and Ms. Marvel. How this for a prologue? Comment, rate, subscribe, and I'll see you next chapter**


	2. The Accident

**Disclaimer: Spider-Man and other marvel related characters belong to Marvel Entertainment or should I say it belongs to Disney **

Chapter 1: The Accident

_2300 hours North Atlantic airspace 30,000 feet in the air_

Through the night echoed explosions and gunfire of planes that attacked the Helicarrier, an aircraft carrier specifically designed to be itself to be capable of independent powered flight in addition to the standard functions of aircraft carriers, it is the world headquarters and signature capital ship of the extra-governmental intelligence/defense agency known S.H.I.E.L.D. Built by Stark Industries and designed by the brilliant minds of Tony Stark, Dr. Reed Richards, and former X-Man Forge it houses wings of fighters and other aircraft, the Helicarrier bristles with advanced weaponry, including an intercontinental ballistic missile.

Now the air craft brewed smoke as it ascended above the clouds into the night air with explosions covering the mighty fleet from the end of the hangar to the some of the engines that was keeping it afloat in the air.

"What the hell is going on here!? WHERE'S OUR AIR SUPPORT?!" The voice that rang in the command center of the Helicarrier was none over than Nick Fury the director of S.H.I.E.L.D. Fury was always a cautious man never trusting anyone but himself. He usually was prepared for anything and anyone but today this sudden attack on the Helicarrier had caught him off guard, "Get those forward guns going online agent! I want those son of bitches blasted out of our air space!"

"Right away sir!"

A blast from the outside rocked the command center as dust and debris fell a little, he turned his attention quickly to the repair crew as he saw on the screen in front of him that power was failing the craft, "Why aren't those rear batteries kicking in yet? Somebody get General Wilson on the HORN ON THE DOUBLE!"

"Director Fury!"

"WHAT!" He bellowed as he turned to be face to face with his right hand man Agent Coulson.

"We're receiving a transmission from unidentified personal."

The African American man blinked for a second, "Patch it through."

Suddenly the screen popped out of nowhere changing to a familiar Titanium Armored man with a green hood cover the top of his head of his helmet, "Colonel Fury…"

"Doom…" The man growled with loathe and rage, "I'll have your head for this attack on the base!"

The Doctor merely brushed off his threat, "As much as I love to hear of your feeble threats Colonel, I demand that you surrender the ship or face the wrath of DOOM." The last sentence was with more emphasis as he clutched his armored hand tightly showing he meant business.

"Not on my watch and not ever!" He said pointing an accusing finger at the ruler of Latveria

"Then perish along with the rest of your base Fury." With that the screen faded, all eyes were on the director watching what he was going to do now.

He looked around him, "What the hell are you idiots looking at! Get the Avengers on the line, NOW!"

* * *

_New York City Avengers Mansion_

Located at 721 Fifth Avenue, this three-story townhouse was originally built in 1932 by industrialist Howard Stark the father of the invincible Iron-Man as his Manhattan residence. It was eventually donated by Tony Stark, through the charitable Maria Stark Foundation. The mansion served as the longtime base of Earth's Mightiest Heroes, providing them housing, training, and medical facilities for Avengers members as well as storing Quinjets and other equipment.

Right at this moment the ones at the mansion are in for monitor duty or in most cases just wanting to stay at the mansion just for the sake of staying. Take for example Logan aka the Wolverine sat in the beer stand with a bottle of beer in hand chugging it down like water, meanwhile not too far from him was a couple of heroes gathered around a small table playing cards on a rare night of relaxation.

The heroes decided that since very little was going on tonight they decided to play a nice friendly card game of go fish.

"Thor do you have any three's?"

"Thou has to go fishing my friend Rogers."

"Very well…"

"Human-Spider doeth have any Jacks?"

"For the last time Thor its Spider-Man not human spider, Spider-Man say it with me Spi…der….Man…" He groaned, "Come it's not hard to remember and for the record no I don't, go fish."

"I knowneth thou art cheating somehow and son of Odin shall vanquish thy lie human spider!"

Spider-Man banged his head on the table that he, The Mighty Thor, Steve Rogers aka Captain America the first Avenger, and Wolverine who decided not to join them, played.

"Somebody please put me out of my misery right now."

**SNKT **

Spidey jumped at the sound of Logan's claws extracting from his hands, "I don't mean from you Wolverine!" The older man chuckled darkly

"Next time bub, don't offer."

"Okay, Okay, Okay, let's keep this a nice friendly clean game." The unmasked Captain chimed in

"Hey Wolvie why don't join us since you don't have anything to do." The unmasked Spider-Man looked at his fellow Avenger who stared right back him, "It'll be fun…"

"You know the reason why I stopped playing cards games." He took a chug at his beer, "Yer damn cheating somehow with that annoying spider-sense of yers and I lost around 200 bucks. I don't know how you do it web-head, yer the only one who has the highest winning streak in a card game I've ever seen. Especially in poker on hero's poker night and especially that one night with the King Pin."

Steve groaned at the memory, every single super hero had lost a lot of money to Peter Parker during that one night yet none were sorer than the King Pin who had lost about $60,000. Peter did split the money between himself and his fellow heroes as a sign of good sportsmanship. Incredibly though they were still a little sore about it even it if it did happen last year.

Before the Amazing Spider-Man could reply the alarm had begun to sound loudly, the sound of running feet can screeching to a halt as Ms. Marvel came in the lounge to the base of the door.

"Captain we got trouble, U.N.N Alpha has just reported in that they need immediate assistance. The Helicarrier is under attack!"

"Carol hold down the fort and get any other available Avenger you can to be on standby!" She nodded leaving the same way she came running from Captain America turned to his fellow Avengers, "Thor can you-"

"Aye" Extending out his hand the god of thunder and lightning waited for his hammer Mjolnir to come to his aid, it took a few seconds for his hammer to reach nonetheless they disappeared within a flash of lightning.

* * *

_Moments later _

They arrived on the Helicarrier which was nearly falling apart immediately Captain America hooded up and began to command his fellow Avengers that were with him, "Thor see what you can do about those gunship!" He nodded flying into the air, he turned his attention the web-slinger, "Spider-Man see if you can lead them to the stern!"

"Sure thing!"

Spider-Man leapt into the air clinging onto one of bases on the Helicarrier while he did he was shot at by flying looking Ultron robots, "I love being target practice…sheesh" The fly hovercraft flew allowing Spider-Man to use a web line on it, "Whoohoo! Best ride ever!"

The Captain shook his head sometimes that boy could really be immature when he wanted to, "Wolverine-"

The X-Man held up his hand, "Stow boy scout! I don't take orders from you."

He smirked, "Never have never will huh Logan?"

"You know me Steve." He smirked before running towards the edge of the Helicarrier jumping off while unsheathing his metal claws. The unsuspecting hovercraft that flew underneath of that section was greeted with the feral Wolverine as he hacked away the robots. Another robot fired at him as he dodged it then proceeded to cut its arm off finally impaling it in the face with his claws kicking off the hover craft. Another shot rang out as the finally robot was lounged at by Wolverine.

Thor flew high into the night sky crashing into a gunship that was attacking the Helicarrier, it exploded on contact. He hovered in the way of several gunships putting himself in between them and the Helicarrier, there was quite of few them in the area. Not wasting time lightning struck in the area as he lifted Mjolnir into the sky, the night air danced with lightning as the god of thunder and lightning thrust his hammer at the gunships.

The gunship destruction was a total of five, satisfied with his work he turned to face others when a blast came from behind.

"Soulless machine! How dare ye strike the Son of Odin!" With lightning charged in his hammer he destroyed the hovercraft along with its robots.

Spider-Man witnessed from down below the explosion on a wing of a hovercraft, "Show off…"

Flipping over the edge of the wing he was right behind the mechanical driver, "Excuse me, is this the ferry to Stanton Island or must I look for another?"

The robot that looked like Doom tried to punch Spider-Man, he dodged the attack jumping into the air sending a glob of web towards it face. It struggled to take it off, Spidey lands in between two other robots spinning two web line then he leaps into the air smashing the two together. He grabs the two mechanical being smashing them even further, then he tossed one into the driver.

"All in a day's work for your-" He turns around to be met with an incoming wall of the Helicarrier, "Uh oh…"

He leaps off the craft somersaulting over the edge landing to where Captain America is fighting more of the robots.

"Hey Cap you look like-Whoa!"

The Captain throws his shields at oncoming robot descending upon Spider-Man slicing its head off, it ricochets off of the beam of the balcony coming back directly towards him in time to defend himself from an attacking robot another came at him. He managed to kick one and the other he thrown to the floor chopping his head off with his Shield.

"Could use some help…um…"

He arose from his fallen opponent placing his iconic shield back into place, "Thanks for the offer son but as you can see I have everything under-"

Maniacal laughter was heard as a flaming craft came crashing down unto the Helicarrier guns, both Captain America and Spider-Man witnessed this. Spider-Man was a bit unnerved, "That guy scares me sometimes."

"You'll get used it." Replied the Captain as he went to meet Wolverine.

Logan came out of the burning rubble cracking his upper body and neck from all the hacking and slicing he was doing at the robots. He was met with Spider-Man, Thor and Captain America staring at him in bewilderedly.

"What the hell are you girls looking at?"

There was a moment of silence before Captain America broke the ice, "Is the Air Space clear Thor?"

"Aye, there wasn't one that escaped my sight."

"Good, as long the airspace around the Helicarrier is cleared it should be smooth sailing from here on to the bridge deck also check for hurt civilians and those walking tin cans."

The moment didn't last as a new air craft flew overhead, filled with more Doom bots.

"Great anyone know the number for a junkyard who will be interested in scrap metal? Anyone?"

"Now's not the time for jokes web-head so get with the program before I gut you alive!"

"Take it easy Wolvie! Can't take a joke, just trying to lighten up the mood is all." He held his hands up in mock surrender, "Besides I'll handle those bucket for brains."

Cap grabbed him by the shoulder, "Where do you think you're going solider? I didn't order you to go after them did I now?"

"Relax Cap it's me we're talking about."

"That's what I'm afraid of Spider-Man, you usually jump into situations head first before anything else without any care in the world of your wellbeing."

"Let him go Steve the kids an adult so let make his own choices and let him learn the hard that this ain't a joke."

"Negative we stick together." He replied to his World War II comrade, "Spider-Man…what the HEY!"

The moment he turned his back on him he was long gone chasing after that hover craft, "I'll be back before you know it just make sure you say hi to Fury for me!"

"Stubborn boy…" Steve managed his temples, "Alright than the three us will have to cover each other's back since our main sensory man went AWOL. Remember keep your eyes peeled for trapped Shield operative and agents."

* * *

_20 Minutes Later_

After hacking, shield bashing and hammer throwing against the Doom Bots and rescuing people under debris they finally managed their way to the command bridge. There they were met with a nearly destroyed command bridge and Nick Fury helping with whatever fallen soldiers were down it wasn't a pretty sight to behold.

Shield Agents scattered trying to put the blaze out and helping their fallen comrades.

"Thanks for responding to the SOS quickly, a bit longer and the Helicarrier would have been destroyed along with other lives aboard." Fury said, he turned to the trio, "Where's your fourth man?"

"Webs says 'hello' and he decided to take on a couple Bots alone heading in who know what direction." Logan chimed in

"I told him not go Fury but he insisted on stopping the threat at all cost."

"That idiot! Does he use that mind of his other than fill it up with cobwebs? How is a he an Avenger if he can't follow direct orders from his superiors?"

"Getting off the topic of Spider-Man what the situation here Colonel?" Asked Steve

"The Helicarrier was attacked by a super villain group known as the Masters of Evil. You won't believe on who is in charge of this group, it's none other than Doctor Doom himself."

"Well figured much after battle with all the Doom bots and if Doom really back than that can't be goods new either."

"My thoughts exactly." He replied

"Colonel if I may, what's the Helicarrier doing all the way out here in the middle of the Atlantic Ocean, aren't you far away from home base in New Mexico." Asked Rogers

"That's classified information Captain."

"But Sir…"

"I said it's not important Captain Rogers!"

Captain America held firm from the backlash he received, he wasn't about to push his luck any further. Wolverine on the other hand wasn't about to let this go he was about to talk back to Fury when Natalia Alianovna "Natasha" Romanova came over the speakers, "Colonel Fury we have a situation in the lower section of the science wing. The energy building up from the Tesseract energy is about blow at any given time. We have to evacuate the ship immediately if not we blow up with it."

"Alright start immediately!"

"Yes sir."

"Tesseract? What meaneth the fair Maiden Natasha? What art thou keeping in thy possession mortal?" Thor towered over the director of Shield his glare as steel as he looked at the African American man straight in the eye, "Thy work with the Tesseract if thou has it is what is going to draw Loki to it and his allies. It is a signal to the all the Nine Realm that Midgard is ready for a higher form of war!"

"Higher form?" Shouted Fury, "You forced our hand when you landed 9 years ago! We had to come up with some way that we could..."

An explosion rattled the Helicarrier to its core, now it descended at rapid pace into the ocean. Everyone who was everyone grabbed onto something bracing for impact, "Brace yourself this is going to be a bumpy ride!"

* * *

**LXD: Revised and reedited…Comment, Rate, Subscribe…Till the next chapter **


	3. Waking up

**Disclaimer: Last time I will say this and you'll never see this again or will you? Spider-Man and other Marvel related characters belong to Marvel Entertainment**

* * *

Chapter 2: Waking up a year later

Baxter Building August 20, 2014 One year later

'_My head…ugh…anyone catch the number of that train that hit me…' _His ears twitched at the expense of a sound

_Can't read my, can't read my  
No he can't read my poker face  
(She's got me like nobody)  
Can't read my, can't read my  
No he can't read my poker face  
(She's got me like nobody)_

'_Great Lady Gaga or lady gag I'm so sick and tired of hearing this song though the music is very catchy I won't lie.'_

_P-p-p-poker face, p-p-poker face  
(Mum mum mum mah)  
P-p-p-poker face, p-p-poker face  
(Mum mum mum mah)_

"Jonathan Lowell Spencer Storm turn off that racket or I swear I will throw that annoying I-device in the trash where it belongs!" The voice belonged to none other than Susan Richards one of the members of the Fantastic Four as well as wife to none other than the leader to Reed Richards

"Come on Sue you don't see me complaining when you have your music on especially when you have karaoke night, why can't I have my besides Peter likes this song."

"First of all, you give complain about every single thing and how do you even know that Peter likes this song?"

"I saw his Facebook status, said that the music was catchy." Johnny sang along with the music, Sue massaged her forehead from an oncoming headache that was about to take place that was the case until a certain brown-haired superhero out of costume woke up.

"Oh my…" Gasped Susan from a behind a glass window

"Where am I?" Peter mused

Johnny raced towards his best friend as Susan pressed the button of the intercom system, "Reed get down to the lab now, Peter just woke up!"

With that she ran towards where her brother was and handed a Peter a urination cup, "Peter I need you to urinate in this!"

"Sue now is the time to for that, he just woke up!" Johnny said slapping that thing away, "Pete how do you feel?"

"Johnny, I…"

"Are you okay? Do you feel any different because you look different?" the Blonde haired woman took a flash-pen shone it at his eyes, "Pupils dilate normally."

"Look Susan I feel…"

He was interrupted by Johnny once again, "Dude do you know how long you were out?"

"Johnny save it and wait for when Reed gets here, he'll explain the situation once he gets here." Susan stated checking Peter pulse.

"Uh Guys?"

"He needs to know!" The younger Storm said

"Wait for Reed!" His sister countered

"Guys?" Again he was ignored by the bickering of the two siblings and he was getting very fed up it with. _'It's_ _bad enough that I get ranted about by Jolly Jonah but here? I don't think so, I need to know what happened to me and how long was I out for.'_

"GUYS!" The Storm siblings shut their mouths as they turned their attention towards the city hero, "What the heck is going on here? You act like I just died or something."

Before the two opened their mouths to talk Reed cutting them off from speech, "That's the thing is Peter you did die a couple of times on us."

All six pairs of eyes turned to the leader of the Fantastic Four as he walked in with his white lab coat on his unstable molecule F4 suit, "Welcome back to the land of the living Mr. Parker. You had us worried that you did my boy, that you did."

"Umm…should I be worried or should I call a doctor oh wait you already here." Peter chuckled, Reed raised a brow not amused at all, "And seriously how long was I out for?"

"One year."

Peter blinked, then he started to laugh hysterically, "That's a good one…stretch…You're pulling my leg Reed…seriously…"

Reed gave him a look, Peter completely went frigid, "Y-you're not joking are you?" Reed continued to stare with a complete seriousness written in his face.

Peter swallowed, placing his head in between his hands if he was out for a whole year what had happened to Aunt May? Was she worried? Did anyone let her know? What did he miss when he was out? What about his job?

As if Reed read his mind, "This is going to be a tough pill to swallow but Nick Fury told your Aunt the truth the whole truth, your aunt knows who you are Peter. She says that she already suspected but just couldn't believe it."

Peter's eyes went wide, he was going to freak out when he saw the gleam in Reeds eyes, "You…ass…you lied…"

"Oh snap! Reed just pulled dark humor on Peter! The world is ending soon!" Johnny laughed patting his best friend on the back, "Man Pete you should've seen the look on your face…priceless!"

"Can it match sticks before I goop your hair in web fluid!"

"You forget web head I'm web-proof! I can easily get of any sticky situation that you can throw at me so I dare you to throw that sticky substance at me come on I'm waiting for it!"

"That what she said." Came the reply

Johnny mouth hung wide open before turning it into a slight smirk. Peter had a smug look on his face knowing that anything else the younger Storm had to say further will earn him a smack from his older sister. The other Storm sibling rolled her eyes, _'Sometimes'_ she thought, _'Those two are so immature…'_

"Well played Parker, well played…" In the back of his mind he vowed to get him back for that. Right now Reed broke the two from further dirty comments focusing the attention back to him.

"If you two are done being dirty minded I would like to explain the situation here. Look Peter the reality is while you were in a coma S.H.I.E.L.D managed to make a duplicate of you…"

Reed explained that S.H.I.E.L.D had come up with a robot that would not only do Peter normal job as a photographer but his normal life routine as well so the brains of the FF told him that the higher ups had to have a DNA sample via blood to inject into the robot duplicate created by the Vision by request of S.H.I.E.L.D.

Peter questioned who was protecting the streets of New York besides the street levels heroes such as Iron fist, Luke Cage, Daredevil etc. for they could do so much.

The response Kaine was called from Texas to take over temporary as he recovered, Peter nodded at this. He was glad to hear that his brother had taken the time out of his life down in Houston to come up and help his city. He'll have to find of a way to show the appreciation for this favor that Kaine was doing.

"So I guess that's about it in what I have to tell you, so any more questions you have in mind Mr. Parker or would that be all you like to know?" Reed stated

"Well no but…actually yes I have two where my costume and what happen to the team that I was on the mission?"

Reed bit his lips, "If you turn your attention to the left the second containment unit on the right next to the power amplifier you find your costume has well…um…significate changes to it Peter so I warning you now what you see will leave you speechless and don't ask why I it quarantine either."

"What?" Peter looked to his left and his eyes popped out of his socket, "What the heck is that?"

"Your costume."

Peter couldn't believe his eyes when he saw it, there staring back at him as he was helped to be placed in front the container which had a transparency cover allowing him to see was a not his suit but a white, navy blue with white dots that were connected with each other that extended from the torso to the arms, it also looked like it had a universe in it, spandex suit.

"I ran some test and everything was negative on your suit…it…just simply changed however I obviously did run some test on you and boy let me tell you the energy radiating off from you was enormous. You literally fried my computers Peter…"

"Umm I'm sorry?" Peter was still dumbfounded about his Spidey suit

"I don't know what's happening to you, you could be dying for all we know the only thing I know for certain is that your body is radiating cosmic energy."

Peter eyes snapped back to Reed, "You mean to tell me that I have power cosmic like Silver Surfer?"

"We don't know, that why I have to run test…"

"Stop right there!" Reed was taken aback from his friend's outburst, "If you think I'm going to be a science guinea pig again you Mister Fantastic are sadly mistaken! I refuse to be cope up in a laboratory any further than I needed to be, you have my thanks for taken care of me over the year but test as in science experimentation I will not do, I've been cloned a bunch of times and look how that turned out."

"Peter please listen to reason…"

"Not happening!" Peter suddenly got up like nothing was wrong with him which was clearly the case, "Thank you all of you for taking care of me but I need to go save a city and that poor damsel in distress, so if you don't mind I definitely like to change, please."

"Peter we don't know what's going to happen please, I strongly recommend as a friend that you stay." Reed pleaded

"Reed thank you but no."

"Alright don't say I didn't warn you Spidey." Reed sighed signaling to the other two to go

"Reed whatever happens I'll take care of it."

"Alright, good luck Spidey, you're going to need it." With that Reed left the young man alone to change into his costume if that's what you wanted to call it. After a few moments Peter said his goodbye to his friends he left. Reed stood out the window watching the web-slinger swinging in distance as his figure got smaller.

"You think it was a good idea to let him go?" Susan asked coming up to him while placing a hand on her husband chest leaning her head on his shoulder.

"He stubborn at times I admit but I can't force him Sue." Reed pulled his wife closer to him by the waist, "He'll need to learn that this is not a joke and when he realizes that it isn't, well we'll try to help him as best we can."

"Hmm…"

Then Reed remembered something after a few moments of silence, "Shoot!"

"What! What is it Reed?"

"I've forgotten to tell Peter the condition of Team he was with a Year ago."

Sue looked at him blankly, she couldn't believe what she was hearing, "You forgot? Johnny was right the world must be ending if you forgot."

Susan laughed as her husband sent her a glare, "Very funny."

* * *

Meanwhile swinging across the city

'_I know Reed means well but being stuck in a lab isn't my idea of fun.' _Peter shuddered at the thoughts at the times he has been used especially during the clone wars as he dubbed it, _'Like I told him whatever happens I'll deal with it besides there isn't anything that hasn't stopped me before right? Ugh, what am I thinking? I should've stayed at least to…'_

His thoughts were interrupted by the sounds of police sirens, "Ah music to my ears time to do that hero thing Spidey!"

Peter didn't know what happened next because he could have sworn he heard clearly the transmission from the air, _"Attention all units, Attention all units, we got a bank robbery on going on 33 Liberty Street down in Manhattan be on the look for Rhino he's on rampage, proceed with extreme caution."_

"Rhino eh? Now how is the jolly giant these days? It'll be like a reunion." Peter chuckled, "Rhino watch yourself The Amazing Spider-Man is back in town!"

* * *

**LXD: Happy New Year too all you readers, I know I suck at leaving with only a prologue and the first chapter, it's a short chapter I know but hey life comes first so I apologize for delaying to get this up and loaded. Well Peter woke up from his long nap and is slowly but surely developing his cosmic powers this is only a small taste of what's to come in future chapters, so hopefully it was worth the wait. Anyway stayed tuned to find out what happens next, comment, rate, subscribe, till then…**

**P.s.: Person gets a cookie on the reference I just made **


	4. Scarlet Spider-Man vs Rhino

**Disclaimer: Last time I will say this and you'll see this again or will you? Spider-Man and other Marvel related characters belong to Marvel Entertainment**

Chapter 3: Scarlet Spider-Man vs Rhino

_33 Liberty Street Manhattan_

Rhino real name Aleksei Mikhailovich Sytsevich once a thug for the Russian Mafia, trying to grasp the dreams of easy money now encased in powerful armor permanently bonded to his form, was modeled after the hide of a rhinoceros, he uses his horn to smash away another SWAT van. The police quickly scatter as the oncoming projectile was towards them thus resulting in other police cars being trashed by the brute.

He laughed at their miserable attempt to capture him, "No good small fries!"

Bullets showered him however they had no effect on his armor as he charged at the officers, once again he uses his horn to smash away another cop vehicle to land on other vehicle instantly destroying it.

"I'm the Rhino and nothing can hurt me!" With brute strength he lifted another police as the law enforcements stood helplessly watching Rhino on his rampage, one unlucky law enforcer was caught in the shadow of the thrown object as the others scattered away from the car since he tripped on his own two feet.

On the floor with hands over his head, the poor officer was waiting for his untimely death. A few tense moments that felt like an eternity passed the officer opened his eyes scanning the area making sure he wasn't dead. Once he flipped over on his side he saw that the car was suspended in midair by ropes however the ropes were webs as he noted that were connected to different lampposts.

A thud was heard followed by a gruff voice, "Rhino stand down or face the wrath of the Sensational Scarlet Spider!" In the back of his mind was another thing, _'Peter really starting to rub off me…esh…'_

Rhino turned to face his oppressor, "Get lost you out of Towner this ain't your territory, and you ain't the bug I want to squash either but I will be delighted to squish the life out of ya if you even try to stop me."

"So you can form sentences Spider-Man usually says you have an IQ of spoon since you're a dumb animal!" Scarlet smirked from under the mask seeing Rhino irritation, "And since that idiot isn't in town you'll be dealing with me."

"DUMB ANIMAL! Why you little punk!" Rhino charged again, Scarlet Spider swung towards his adversary. Rhino delivered an uppercut in the air only to hit air, Scarlet dodged while spinning on his arms vertically before jumping off.

"Parties over here needle brain!" He taunted swinging away from the crowd of law enforcer, Rhino ran after him dropping the bag of money he had in his hands from the bank he had robbed. Scarlet Spider-Man swung to where there will be the least casualties thus leading him towards a less heavy populated area of Liberty Street so he hoped.

Rhino charged an ongoing truck instantly tipping it over causing a massive back up in traffic as he did he flipped over another car was the next unfortunate victim to caught in his rampage.

Rhino continued his pursuit saying, "You like being hunted freak!"

While swinging away Scarlet rolled his eyes, "Looks who talking at least I don't have a horn to tell other animals to get out of the way!"

"I maybe a freak but I least I'm not running away like a coward!" While running the Rhino spotted a fire hydrant, he kicked open to cool himself from overheating. Kaine had idea with the fire hydrant he caught it in webbing then soon swung around to be met with yet again with the Rhino about to ram him with his horn.

Kaine using his momentum of his swing flew towards armored skinned man, spun in midair along with the hydrant to meet his target head on the results; that Rhino was dazed for only a few moments allowing the Spider-Man from Texas to land a few blows, yet it proved futile as the amour skin Rhino had was impervious to physical assault.

'_How does Peter put up with these fools? It's absurd.' _Scarlet spider sense rang as a honk from truck was heard, leaping out of harm's way the truck stood no chance against Rhino as it was obliterated on impact. The Rhino finally out of his daze looked angered as he ripped the motor from under the hood of the truck.

The driver luckily got out in time before the assault on his truck with his own motor. Rhino finished it off with him slamming dunking the motor on the load, "Stupid truck making me lose spider poser."

Standing on a lamppost not too far away Scarlet Spider sighed face palming himself, "Above all the villains that had to rob a bank I end up with, I had to fight the stupidest of them all. If it were up to me I would definitely ended your life! So congratulations rhi-horn you took your frustration out on a defense truck how do you feel?"

His answer the motor being thrown at him while it missed him it hit the building behind him. Rubble fell to the unsuspecting mother and daughter walking under the debris, the Scarlet Spider cursed mentally as he slingshot towards them grabbing them both and leading them away towards safety.

Spider-sense flared again as Scarlet looked in time to see the charging human rhino coming at him full speed, with nowhere to go but up he jumped as high as he could wall crawling on the building the motor went through lamentably he did not make far as he would have like for part of the building structure collapsed along with him.

Rhino grabbed his ankle thrashing him around as a ragdoll on top of the bricks, Scarlet Spider grunted in pain though it was tolerable to a point when he was flung threw the air towards another part of that town towards an unsuspecting fitness center.

Crashing through the building startled a lot of people who were working out soon the building started shake some thought it was earthquake others looked at the outside the window to see a rhinoceros coming straight at them.

People yelled to get out of the way as the Rhino charged in the building, he grinned as he looked at a defeated spider walking towards him he kicked him over his back as his foot came to view with his face.

"Say nighty night bug boy."

In pain Kaine couldn't muster the strength to speak, Rhino enjoyed a few more seconds of gloating. It cost him as a voice interfered, "Leave him alone Rhino because now you face the Amazing Spider-Man."

"Well aren't you a lucky one." Rhino turned to face the 'real' spider, "Well bug boy it's-what the? Who are you another poseur?"

Kaine lifted his head after some of the cobwebs cleared a bit, his vision cleared to see who the person was that Rhino confronting whoever they were they were not the Spider-Man he knew, "G-great…another…clone…."

"Now that hurts Scarlet that hurts right here." Peter said feigning mock hurt, "Besides I've got to thank you for putting up with New York for a whole year."

"We'll discuss this later clone."

"I'm not a clone!"

"Yes you are."

"Am not!"

"Are to."

"Not."

"Yes you are."

Rhino could only look between the two spiders as they bickered back and forth.

"Am not!"

"Are to."

"Are not."

"Are to."

"Are not."

"You may sound like him, look like him but you aren't him." Scarlet said getting up dusting himself off while getting the kinks out of his stiff neck and back.

"We'll discuss this later."

"Agreed lets first take care of big, tall and ugly." Spider-Man said, he got ready to slingshot his old adversary Rhino square in the chest.

"Won't do you any good small fry." Rhino charged the 'imposter' head on. Spidey flew at him with feet looking to do some damage apparently it wasn't quite what he was expecting really. One moment Rhino was charging at him the next he flew across the building into several other buildings leaving behind his figure imprinted on the wall.

"Take that Rhino…uh…Rhino?" Spidey got out of a somersault spin from launching at his foe, he looked around for the muscle brain buffoon. Scarlet Spider on the hand had to rub his optics twice making sure it wasn't a fluke.

"Are you sure that you are not an enhanced clone of him."

"For crying out I'm not a clone!"

"Hey web freak!" Rhino called out both Spider-Men had their attention to him, "You don't think I can take a hit."

* * *

Stark Tower

Stark Tower comprised of some of the most advanced technology in the world and is built with the nigh indestructible materials. Every wall both interior and exterior is made of Vibranium reinforced concrete, and the windows too are virtually indestructible.

Aside from lavish living quarters the Tower has technical labs, medical labs, an armory, state-of-the-art gym, Iron Man's 'Hall of Armor', and a Hanger bay which houses two of the latest Quinjets that he invented.

As right now since the accident of the Helicarrier last year, Stark tower was roaming around with S.H.I.E.L.D Agents serving them as a temporary headquarters for the time being as the greatest minds of the world repaired their damaged ship.

In his lab Tony Stark A.K.A The Invincible Iron Man was working on a newer version of his suit called the Mark 42 that is until his AI butler Jarvis interrupted him from his work.

"Sir you have an incoming call."

"Put it on hold Jarvis and tell whoever it is that I'm not here and instead I took a vacation to the Bahamas."

"Sir the call is from Susan Richards of the Fantastic Four she says it urgent."

Silence why would Susan contact him? If she contacting him than that means something terrible is going on within the Fantastic Four.

"Patch it through…" Moments later Tony heard a familiar hello, "Sue how are you this fine day? Is everything alright or do we have to prepare for another alien invasion? I hope Reed isn't in serious trouble is he?"

"_No time to talk Tony turn on the TV right now you got to see this."_

"Is this about my donation to charity because I already said on interview I do those from the bottom of my heart."

"_No not that turn on the TV you won't believe who fighting Rhino as right now."_

"Rhino he isn't an Avenger matter isn't he one of Peter villains and is he not in a coma?" Sue persistently told the man to turn on the TV and look at himself, Tony did as he was told and was surprised on what he saw on the news, "Isn't that guy from Houston Rain, Cain whatever his name is?"

"_Yes but that not all look carefully at the man in white and navy blue spandex suit."_

"Never seen him before, who is he?" Tony took a sip of his coffee

"_That Peter he just woken up."_

Tony sprayed his coffee, "That's Peter! Good grief what did he do to his costume? It looks horrendous unlike yours truly of course…wait did you just say he just woke up?"

"_Yes…"_

"What in the hell is he think he's doing! You just don't wake up from a coma and start taking on super villains like that!"

"_We tried to stop him of course but he refused to stay to resume more test. His body generating cosmic energy and we don't know what it could do to him, Tony."_

Silence

"_Tony?"_

"I'll suit up…Jarvis get a hold of Carol Danvers with her ability to absorb energy I don't want to be walking into who knows what."

"Right away sir."

* * *

Back with Spider-Man and Scarlet Spider-Man

Rhino charged them again both men dodged the oncoming attack, Rhino looked both ways growling in anger at the two web heads. He ripped a lamppost hurling it at an unsuspecting Scarlet Spider-Man.

"Look out!"

The warning came too late and though Spider-sense did ring out it Kaine leapt over it yet it caught him by the foot thus causing him to lose his momentum to dodge the object landing on his back. Rhino charged at him again however as Kaine spun a web to get out of the way Peter came out of nowhere to his brother's defense

CRACK

Peter launched the Rhino into the air way out view as he screamed for his mother.

"Whoops guess I don't know my own strength, I'll get him later." He turned helped Kaine to his feet, "That could have been messy."

"You have some explanation to do clone."

"I'm not a clone! What's it going to take for me to get that through your thick head?" Both spiders disappeared to chat more in private as police assed the damage. Once at a safe distant out the sight of the public view both men took of their mask.

"Prove to me that you aren't a clone and that you are not part of **his experiments**. Tell me something that can surprise me."

Peter crossed his arms thinking, a strange whisper nagged him about his clone had romantically involved with detective Louise Kennedy in Salt Lake City.

"Ok how about romantically involved with detective Louise Kennedy, though you killed her when it was discovered that she was working for criminals."

A few moments passed, if Kaine was surprised he didn't show it, "So you finally woken up eh?"

"Well I'm here right now aren't I brother?"

"Hmph they told me that you were in a coma I didn't believe them until I saw it with my very own eyes." He walked around Peter, "You looked like crap when I first saw you, and I mean literally you had scars and bruises, open wounds, chemical burns you were a mess…" A pregnant pause ensued, "Though it is good to have you back."

He placed a hand on his brother shoulder Kaine wasn't the one for emotional reunions moreover this as close as he would get to an emotional state.

"Good to be back." Peter smiled

"So how…were things…a-around…" Peter had to take a step back placing both hands to his ears, "Make it STOP!"

Kaine was on full alert now putting his mask on, "What's going on?"

"Stop the voices…" Peter said, already he was on the ground panting like a madman

"Voices, what voices? I don't hear anything."

Though Kaine couldn't hear anything at all with the exception of cars and horns honking down below, Peter heard everything coming from all around the world, cars, voices of people, planes birds, etc. Not only had he seen the galaxies from afar he saw everything as well even to the subatomic atom.

Foaming at the mouth Peter fell with a thud to the ground, the last thing he saw before blacking out was a very concern Scarlet Spider, and the arrival of Iron Man and Ms. Marvel.

* * *

**LXD: Another chapter done and reedited, Peter power is developing at a slow pace but there will be more on the way. Comment, rate, subscribe…till the next chapter.**


	5. The Enigma Force

**Disclaimer: All Marvel character belong to Marvel Entertainment**  


* * *

Chapter 4: The Enigma Force

_Previously On Cosmic Spider_

_"So how…were things…a-around…" Peter had to take a step back placing both hands to his ears, "Make it STOP!"_

_Kaine was on full alert now putting his mask on, "What's going on?"_

_"Stop the voices…" Peter said, already he was on the ground panting like a madman_

_"Voices, what voices? I don't hear anything."_

_Though Kaine couldn't hear anything at all with the exception of cars and horns honking down below, Peter heard everything coming from all around the world, cars, voices of people, planes birds, etc. Not only had he seen the galaxies from afar he saw everything as well even to the subatomic atom._

_Foaming at the mouth Peter fell with a thud to the ground, the last thing he saw before blacking out was a very concern Scarlet Spider, and the arrival of Iron Man and Ms. Marvel._

* * *

_Avenger Mansion Medical Wing_

The brilliant minds of the Avengers overlooked Peter health condition as he laid on the bed, those minds being Reed Richards, Hank Pym and Tony Stark were all monitoring the web-slinger he had been out for nearly six hours since Scarlet Spider brought him. After Kaine explained that Peter started to hear voices which he believes was in the head they contacted Professor Xavier to have him check out along with him was Jean Grey.

As of right now Professor X was at the head of the bed next to Peter unconscious form, with one hand on his head and the other on his own the two X-Men did what they could yet to no avail.

"I cannot reach Peter." All eyes turned to the Professor in surprise, "Something is blocking my telepathic read on his mind and I cannot bring him out of his condition nor can I sense what condition his mind is in."

"Are you serious? You are one of the most powerful telepaths in the world." Tony said, "How is that even possible that you can't get a read on him? I find that hard to believe."

"Believe it or not Mr. Stark but even I have my limitation this on the other hand is something that I am not familiar with. If we were dealing with a telepathic attack I could probably repel it however from what I could gather from our web-slinging companion is that he has some sort of mental shield barrier that protects him from all telepathic attacks…"

"Even a simple mind scan?" Asked Jean

"Correct Jean, even the simplest mind scan his mind is well guarded, I've never seen anything like it." He turned to the three brilliant minds of the Avengers, "I'm sorry but I've done all I can to help, I apologize if I couldn't do more to help."

"No you've done quite enough Charles, we thank you for it." Said Reed, "All we can do now hope and pray for a miracle, it's up to Peter to decide when to wake up."

"Indeed, well if you'll excuse me I do believe I have to catch up with an old friend." Xavier left them with Jean not far behind him after she said goodbye to Peter. Tony, Reed, and Hank were at lost at what to do, they done everything scientifically possible and medically possible yet Peter condition was unique, his skin literally bent an IV needle that was suppose too be supplying him antibiotics, they couldn't even can't a read on his heart condition.

The only the could do was check his pressure, and perform a scan that was it.

Seven times did they have to get Carol in the room for fear that Peter was going to blow the place up due to energy spikes that he's been having since he fell unconscious, he already blasted a hole in the medical wing, it was nerve racking since they did not know what the heck they were dealing with.

"Let's just hope whatever we are dealing with, Peter doesn't turn out to be the villain once we were done with this." Reed said

"Agreed."

"Ditto…Alright if anyone needs I'll be working on upgrading my armors call me if anything changes." Tony then left leaving Reed and Hank alone with the unconscious

* * *

In the vast mind of Peter Parker

Outer space, or simply just space, is the void that exists between celestial bodies, including the Earth. It is not completely empty, but consists of a hard vacuum containing a low density of particles, predominantly a plasma of hydrogen and helium as well as electromagnetic radiation, magnetic fields, neutrinos, dust and cosmic rays.

Plasma with a density of less than one hydrogen atom per cubic meter and a temperature of millions of kelvin in the space between galaxies accounts for most of the baryonic matter in outer space; local concentrations have condensed into stars and galaxies and there he was floating around in the vast of space, with the stars and galaxies twinkle in the distance.

He groaned, "My head, what hit me? Besides where…wait? Space! I'm in space!"

Peter felt a headache coming on and it wasn't a good one either, "How am I going to explain this to Aunt May and why aren't I suffocating or swelling like a balloon?"

"That's because Peter Parker you are not in space." Came a voice, "You are in the vast of your mind welcome to your head Peter."

"Who are you? Where are you?" Peter looked around for the source of the voice, "Come on don't be shy, I don't bite. I wouldn't even hurt a fly…okay I take that back I killed a lots flies when they start to annoy me especially when I'm eating chilly dogs."

"You failure attempts at humor always amused me Peter, it true what they say that you really man-child stuck in adult body. However to answer your question I'm everywhere you are looking at me right now."

"Wait what? You are one of those nude models aren't you? Aw man I'm sorry but I don't think this is going to work I'm heartbroken over the fact that my ex left me a while ago." Peter held his hands in the air, "So in all seriousness show yourself."

"Very well…" Suddenly a silhouette of a head appeared it had white eyes and pretty much stars around it.

"A giant head, now I've seen everything." Peter dropped his hands to his sides, "What next we are going to react that clip from King-Kong where the giant is holding the damsel in hand and trying to swat planes with the other? I don't think I'll do so well in playing the girl in distress."

"Not quite what you were expecting were you?" It said, "Let's cut to the chase I am the Enigma Force known as CAPTAIN UNIVERSE!" The sound echoed, "You Peter Parker are chosen to become my vessel, my partner."

"Does this mean I'm the chosen one to find the Holy Grail I'd like to think so but I think that position is for King Arthur and the Knights of the Round Table?"

"No my son, I am the manifestation of the Universe itself, a sentient energy field that seeks out people in great peril and bonds with them." He looked at the spider hero, "You Peter were in grave danger when the tesseract exploded in your face in another sense the chemicals that combined with the tesseract fused into your DNA thus allowing me to be compatibility with you."

"So you're a parasite? I already had to deal with the venom symbiote from taking over my mind I don't need I repeat at what happened the last time."

Captain Universe chuckled, it explained when the Uni-Power chooses a partner, and it endows that person or, rarely, persons with the powers, memories, and costume of Captain Universe. The partner can use the powers of Captain Universe until the peril is surmounted. However, it warned if the partner tries to use those powers for personal gain or for evil, the Uni-Power immediately deserts him or her or them.

Peter understood this very well that power can corrupt a person, look at him he wanted to use his powers for his own purpose to look after number one unfortunately the death of his uncle opened his eyes as his words rang throughout his mind, 'With great power comes great responsibility' and he vowed to use the powers for good.

The Enigma Force was pleased with his response it furthered explained there is no apparent pattern in its appearances or accomplishments. In one universe and possibly in all universes, it is the Guardian of Eternity, the sum of all life, and is thus responsible for protecting all life in existence, "This is the reason why I've chosen you. You put others above yourself with an act of bravery, selflessness no one understands the word responsibility better than you."

"Stop it…" Peter said, "Your making me blush."

Then a thought from a comment from earlier came to mind, now that he thought about it, "I have a question. You said you were amused at my humor that it entertained you. How is it exactly do you know me when this is the first time I make contact with a cosmic entity?"

* * *

_Outside of Peter head somewhere else in the Mansion_

Kaine sat there with beer in hand just looking at it his mind wondered back to Peter, he wasn't too sure if he was going to make it or not so far it been a gruesome six hours waiting in the living room of Earth Mightiest Heroes just waiting for reports or news of Peter.

Heck there was a couple of the Avengers here Wolverine and Storm who was talking to the X-Men father figure Charles Xavier along with Jean Grey. He overheard them talking about his 'brother's' condition, apparently whatever he has in his system it was blocking the most powerful telepath communication with Peter sub conscious.

He saw Red-Hulk and Thor watching the T.V they were laughing hysterically at something but he could care less right now his mind wonder back to Peter, _'The heck should I care if Peter makes it out or not besides I'm not the one attracting weird things to myself.' _He took a sip of his beer, _'Let's just hope it's not an evil alien trying to take over the world, I don't want a repeat not at what happened last time.'_

The door hissed opened revealing Carol Danvers and longtime best friend Jessica Drew aka Spider-Woman the original one, with so many spiders' theme super heroes running amok it was hard to keep track of them stepping in the lounge. He heard about whom they were talking about and of course it had to be he 'brother' who was in a coma.

"I'd heard Professor Xavier had a hard time reaching your counterpart from his six hour coma, you nervous that he not doing well?" Carol asked

Spider-Man had joined the Avengers as a part-time member two years ago and during those two years he and Jessica had form a strong bond of friendship, despite his annoyance and childish like demeanor as well as the corny jokes those two had a brother and sister relationship going so it was obvious that they were close but not as close as she was with Carol.

She sighed, "I am, I mean Peter was in coma for a year when the Helicarrier exploded for crying out loud! They called me when I was home sleeping I mean yes it was heart breaking when I found out that he was in coma but really 4:00 AM! A girl really needs her beauty sleep."

"Aw you poor baby does baby want her milk for her nappy wappy?" Carol laughed as she was playfully shoved by her best friend

"Very funny I almost forgot to laugh." A small grin was plastered on Jessica face but it soon disappeared, "Seriously I hope Peter does wake up. Although I'm curious to why you above all the people would bring up Peter Carol, you hate his guts."

"I don't hate him! I just hate that fact he very annoying and he really doesn't know when to shut that mouth of his. Good grief I just want to strangle him at times." Carol cringed her fingers implying how she really felt towards the wall crawler, "How do you put it up with it?"

"Accept it as who he is, if you just got to know him a little better Ms. Marvel I guarantee you will find a decent man underneath the mask of laughter." Kaine's voice got their attention, "A better man than me to the say the least but a decent guy despite the jokes."

"I wouldn't go near him even if he was the last man on this earth!" Carol shot back, "I rather stuff my face with in a hole in the sand rather than know him better he can't stay serious enough for the life of him without turning something into a joke."

"It just how is." Kaine chugged his beer down his throat, "Excuse me I have to go check on my brother."

All eyes watched as the Houston Spider left the room, Jessica turned to the blonde beauty smiling mischievously, "You so have a crush on Peter."

"I DO NOT!"

"Deny it all you want you know you have one but deep you know you have the biggest crush on that you don't want to admit it."

Jessica left before Carol could respond to her comment, she grumbled under her breath that she didn't have a crush on him.

* * *

Back in the medical wing

Peter had awoken moments ago after conversing with the Enigma force that was Captain Universe, before the conversation ended he was told to be wary that he was going to develop new powers along the way. The power was given in this order matter control/manipulation and reconfiguration / energy emission and absorption, god-like strength, unlimited invulnerability, god-like stamina, hyperspace travel.

_'I'm going to have fun with that one, travel past the speed of light that would be awesome, that will mean that I will be the fastest man alive in the history of meta human, even faster the Quicksilver.' _He thought to himself, _'Uni said that I will keep my original spider-powers however I will have cosmic senses thus enhancing my 6 senses and cosmic self-sustenance which means I don't have to eat unless I want to, not bad for new powers to emerge right?'_

The only thing the Enigma force said that it wasn't going to do is be the one to train Peter to use the new powers, the training will be up to his fellow Avengers especially Ms. Marvel it said since she has more experience using her own cosmic like powers so she will be the best option. It also said to talk to Charles Xavier to help him with the basics of telekinesis.

The web-slinger was pulled out of his thoughts when the leader of the Fantastic Four spoke, "So here we are again Mr. Parker back in the infirmary with you."

"Yup."

"I know how much you dislike being in an infirmary yet it was necessary to bring you here, to examine. I got to say I've never seen anything what we are dealing with here Peter your molecular structure which thank goodness we were able to scan is increasing in density."

"Yeah I know I'm becoming invulnerable with each passing moment." Peter stated flatly

"How do you know that?" Pym said from a corner of the medical wing

"I had a talk with the Enigma force, while I was knocked out which by the way how long?"

"Six hours."

"Better than being knocked out for a year I suppose and what no visitors? I don't suppose anyone could send them a post card?"

"I'm a little confused. What do you mean you had a talk with the Enigma force? That's not possible Peter its manifestation of the Universe itself."

"Wanna bet?" He challenged with a smirk, "You remember how last year the explosion that was suppose too kill me didn't."

Both scientist nodded, Peter explained that it was the enigma force that kept him alive during the explosion and also the reason why a lot of the S.H.I.E.L.D Agents including Nick Fury, Black Widow, Captain America, Wolverine and Thor were safe because it controlled his body transported all the people to a safer location that fateful day.

He also explained from what it told him when the Uni-Power chooses a partner, and it endows that person or, rarely, persons with the powers, memories, and costume of Captain Universe as well as new powers to be manifesting soon including invulnerability.

Both scientists were floored, they couldn't believe this, inside Peter was force that could lead to scientific revolution, "Peter do you know what this means?"

"That I get a trip to a remote place say the Bahamas?" He joked

"Your body holds the key now to revolutionize the world, Peter if what you say is true than you alone can change the world we can clearly make more advance medicine to combat HIV now, we cure cancer just think of the endless possibility."

Peter held his up, "I get the whole saving the world thing but I don't they work like that at least I don't think they do."

Hank chimed, "Then we have to conduct test a serious of test in order to figure what kind of new powers that you will be gaining."

"About that…" Peter scratched his head, "It told that I will need to train with the other superheroes mostly with Carol."

Silence both Reed and Hank looked at each other then back at Peter before bursting into laughter, Peter didn't know what was funny. He waited patiently for them to finish, Reed held his ribs, "Ha…oh I needed a good laugh…good luck convincing Carol to help you with your new powers she's not going to do it."

"Why not is it my bad body odor? Do I offend I do believe I shower twice a day." He shrugged

"Not going to happen Peter, she says you don't take thing seriously and you do have the tenancy of talking too much not to mention you joke around too much especially at a meeting." Hank said going back to his work

"Hey I resent that I don't talk that much…"

"Anyway Hanks right yet I'm sure the others will be more than willing to help." Reed patted the younger Avenger on the back, "If not we'll help."

Peter grimaced, "Why do I get the feeling that I'm going to be spider- guinea pig?"

Suddenly spider-sense went haywire but that's not all that happened Peter's eyes went completely white. Reed took a step back observing him, he turned to his colleague, "Hank are you getting this?"

"That's an affirmative, the readings on him are off the charts!" Hank typed furiously, "He must be in sort of trance in order to produce that kind of energy."

Peter eyes returned to normal a few moments later he put his left hand on his head, he saw images of a building on wheels with a S.H.E.I.L.D logo being attacked by several different people but most importantly he saw a computer room filled with information worst of all Dr. Banner was there.

"Peter are you alright?"

"I…"

"So you are finally awake sleeping beauty." All eyes turned to Scarlet Spider, "Gave us quite the scare."

"Kaine I don't have time my spider-sense just went off I have to get in contact with Nick Fury." Peter said getting up, "Something is happening to one of the bases."

"What are you sure?"

"I don't know even I don't believe I just saw images of something on wheels it stories high but I have to contact Fury maybe he knows what's going on."

"Peter you're not walking out of here like this you are not well and we don't know the extent of what will be happening with you."

"What's he talking Spidey?"

"I'll explain later but now I need to talk with Fury, does any know where he is at this moment?" Peter looked at all three of them, something big was going to happen unfortunately for them they didn't know that this was just a pre-warning of the future that was about to come into a reality. The alarm sounded off immediately with Captain America's voice coming over the loudspeakers.

"Avengers Assemble!

* * *

**LXD: Well chapter 4 for you readers hopefully you enjoyed it, I know I've been gone quite a while, however Cosmic Spider is that type of fanfiction where I literally have to carefully plan this out for the reason that there is too much going and a lot of material that needs to be addressed so I need to take it slow. On the other I need to address that I write short chapters it is my preference, also ****I have a poll going on listing some of the Marvel Superheroines for voters to pick their favorite Marvel girl for another story that will be connecting to Cosmic Spider, Spider-Man what if and Evolution. Only the top 2 or 3 will have a story. Without any further ague comment, rate, subscribe and hopefully I will see next chapter. **


	6. Mysterious Attack Part 1

**Disclaimer: All Marvel related character belong to Marvel Entertainment**

Chapter 5: Mysterious Attack Part 1

Within minutes the members of the Avengers gathered quickly to the conference hall of the mansion where Captain America was in a brief debriefing with Nick Fury. Avengers that were there listening to the Captain and Fury were as follows Hawkeye, Iron Man Black Panther, Spider-Woman, Thor, Wolverine, Storm, Elektra, and Daredevil.

Carol was last the person to come in through the door, the moment she stepped in she heard, "LOOK OUT!"

Turning around she felt someone collide with her knocking her down to the floor, the others were just as puzzled looking at one another wondering what had zoomed into the meeting room. They heard a small groan escape the mouth of Ms. Marvel, Director Fury gave the Captain a quizzical look which he responded with a shrug.

Spider-Woman, Hawkeye and Storm rushed over to view the problem, what they found left their mouths agape well out three only one was about to die laughing.

"Well Carol I knew you were desperate but not this desperate."

Managing to clear the cobwebs from her head, she looked to see the masked vigilante Spider-Man on top her or should I say his head in between her breast. Carol's eyebrows began to twitch angrily, she gritted her teeth tightly counting to 20 to calm herself.

Peter groggily shook the fog out of him, "Did anyone catch the number of the bus that I hit?" Unknowingly his hands found themselves upon something round, soft yet firm, and big Peter bit his lips praying he wouldn't get clobbered by one of his female teammates, he looked up to his misfortune it was the last person he ever wanted to touch.

"I think you got bigger problems love." Commented his counter part

Carol on the other hand was seeing red as well as turning red, the three surrounding super heroes took three giant steps back. No one groped Ms. Marvel and got away with it, the last guy who did that ended in the hospital with a concussion and two broken arms.

"He's a dead man." Hawkeye said, the two super heroines could only nod at the unfortunate event that was going about to occur to the wall crawling Avenger despite it being only an accident.

"Um…well…I'm…sorry?"

"You have three seconds to let go...1…"

At the count of one Peter quickly got up hand springing behind his counterpart, now at a safe distant he peeked his head from behind her, "I said I was sorry can't you take an apology, it was an accident!"

The blonde haired beauty dusted herself off walked past her best friend stopped right next the wall crawler.

"Don't hurt me…"

"Too late for that." Carol punched him hard in the shoulder just enough to make sure he was sore for the next few days, once she was satisfied with her work she went on her merry way.

Peter knew he should be in pain funny thing was that punch only felt like someone tickling him, placing his right hand on the supposed bruised shoulder he felt nothing absolutely nothing at all.

"That didn't even hurt…" He muttered a little too loudly

"What was that?" Carol growled

"Nothing…"

"Keep your mouth shut web head…" Snickered Clint purposely he patted the shoulder the blonde hit him in, again Peter felt nothing. Storm and Spider-Woman gave sympathetic looks to the wall-crawler unaware to the changes that he was going through.

"If you two are done being children and putting on a show I got urgent news…"

"The Omega Base is under attack." Peter said

All eyes turned the wall crawler even Nick Fury was dumbfounded, "And how the hell do you know I was calling for that and what do you mean the base is under attack?"

"Well…" He scratched the back of his head, "Spider-Sense again…I saw and heard people under attack and being held hostage…I can't explain it…Look I just know!"

"Cap get your people ready Logan, Stark and I will be waiting in the hangar, you got five minutes to prepare." Nick Fury looked at Spider-Man once again very closely, "The heck happened to your costume Webs? This is not a circus to be messing around, oh wait your suspended I forgot."

"Can you believe it this is my costume…wait…What?!" Before he could say anything else Nick Fury disappeared out of the room with the Wolverine and Iron Man, Spidey looked at Captain America for answers, "Please tell me he joking."

"As much as I like humor Spidey I'm afraid he's not joking. Tony and I as well as the rest of the founding Avengers met after the incident at the Helicarrier decided that it be better to suspend you until further notice Peter. I'm sorry, effective today you are no longer an active member Spidey."

Stunned was not the word Peter was looking for, flabbergast is the better choice of words to describe the situation he was in, how could they suspend him just like that? Did he not prove that he was trustworthy?

"I think you broke him Captain." Jessica waved her gloved hand in front of him, "Not to mention rendered him speechless."

"Hallelujah it's a miracle, no smartass comments from him I've been waiting for a very long time for this day and maybe we can finally take a break from all the bad puns that comes out of his mouth." Carol said, others murmured in agreement

"Which is why Carol you'll be monitoring him as we speak."

Now it was Ms. Marvel turn to be floored, "Come again…"

"I don't have to spell it out for you Carol you know what it means, I trust with the military experience you have you can whip our wall-crawler in to shape." He turned to Spider-Man, "Which means web-head you'll have to be watched 24/7 until Carol deems you reliable and not dangerous."

"What? Come on Cap, I'm as harmless as a Tarantula. What could possibly…" That's as far as he got when a beam fired from of his fingertip towards the corner of the ceiling, "I stand corrected…"

Chuckles went around the room, the first Avenger looked at the rest of his teammates "The rest of you will either be on standby or will be coming with us so let's move people. I want Thor, Elektra, Daredevil and Storm you're coming with me. Thor you have the fire power as well as the strength to deal with overwhelming foes, Storm you'll provide us cover once we get to the base, Elektra I trust with your skills you'll evade and gather information at the base and Daredevil you'll be Spider-Man replacement with your heighten senses you can hear an enemy from a mile away."

The group nodded and left, Hawkeye came up to Carol, "Good luck you are going to need it." Then left laughing his head off.

Jessica gave Carol a reassuring squeeze on her shoulder yet she had a smile on her face, the British Avenger tried to keep her laughter in check for the sake of her best friend, she failed miserably once outside of the meeting room.

The only two people left in the room was two very stunned heroes, Spider-Man and Ms. Marvel looked at each other, breaking the silence between them Peter spoke, "I don't suppose you would like to go on a date?"

"Not a word from you." She growled storming off in the other direction

* * *

On route to the Omega Base 

Inside the Quinjet Nick Fury unbuckled from his seat to turn his attention to the Avengers that were there, "Alright listen up I don't like repeating myself so you better be paying attention, our ETA to the Omega is about an hour so I'll brief. If there is an attack on the Omega Base I want you lot to neutralize it, as well Dum Dum Dugan recently sent a suspicious radio message requesting that I meet at the Base for the report of the latest super solider serum.

"What so suspicious about that?" Asked the Captain

"Doctor Banner was to give the report." He stood up, "The only thing is Banner is working on the Gamma Bomb Project, Dugan would never make a mistake like that something up."

"What exactly is the Omega Base?" Storm curiosity peaked

"It's a mobile lab that over five stories tall." He emphasized the height with his arm, "We us it for field testing experiments, also, Dr. Hank Pym was working on the Cybernetic Helmet what's it for I don't know."

"That fine and all Fury I don't suppose you have some sort of tunnel that runs from New York to Tokyo since you have a lot of high tech gadgets running around the place." Logan commented

All eyes turned to the former assassin at his attempt at humor, if it was anyone who would fit the bill to do a lame joke it would have been Peter but he has been suspended until further notice.

"What you girls looking at?"

"Well Logan if you wanted to do comedy you should sign up with Peter." Storm said failing miserably to hold in the giggle that was coming out.

"What are you talk…?" Dawning of revelation sprang on Logan, "SON OF *****! It' not my fault that damn kid rubs off on you when you least except it!"

Now the whole jet burst out laughing, it brightening up the mood as well leaving Wolverine flushed a bit not to mention him grumbling under his breath at the embarrassment it left him.

Even Nick Fury let one of those rare smiles of his show however now was not the time for goofing off, "Aside from all the laughs and giggles, how long until webs become operational again?"

"Until Carol deems him reliable again." Ironman said

"What do you mean, Stark?" Nick crossed his arms

"What Tony means is, we the founding members of the Avengers have decided to put Spider-Man on prohibition until he gets act together about following direct orders from a superior and figure out what's going on with him. Reed, Hank and Tony know little to nothing at what going on with Peter and until he has those changes under control he is not permitted to join the Avengers until then, he's a danger to himself and to others its best that he off team for a while." Steve said

Storm said, "Carol will not want to be anywhere near Spider-Man after all she doesn't have a high opinion about him."

"Which is exactly why she was chosen for the task amongst a few others." Tony chipped in

"Who exactly did you consider?" Elektra asked, "Deep down Spider-Man is a good man but he doesn't know when to shut the hell up!"

"Well you were on the list…" Tony interjected

"WHAT! I can't stand his blabber mouth or his bad puns the heck were you thinking of nominating me for?"

"Relaxed it boiled down to who would better handle Spider-Man it came down Spider-Woman since those two have gotten close, Ms. Marvel, Professor Xavier, and The Fantastic Four." Tony waved her off, "Reed decided to be back in case as well study our public menace condition."

"Right so after much discussion over the year amongst others things we agreed that it would be Carol to get the job done, I trust with her military and work in the spy field background would at least get him to be more mature." Steve turned to Ororo, "You have a point Storm Spider-Man can be obnoxious and Carol does a low opinion of him which is the reason she was chosen, she needs to learn to deal with people like him. I can say without a doubt that everyone if not at least most of us worked with him and know what he is like."

"The kids smart I'll give him that, helped me and the X-Men out numerous of time and from I ain't seen anyone who got the biggest heart and selflessness working for them besides him." Logan crossed his arms leaning, "Help me out from time to time to."

"Wow that pretty deep and the first time I heard you say something nice about someone, are you growing soft on us?"

"Bite me Stark." Wolverine flashed his claws in front of his face

"Put those things away." Tony held his hands in surrender form

"Changing subjects, Colonel is there anything on the Omega that is considered dangerous?"

Fury looked at the weather goddess, "If the content of the base were to fall into the wrong hands it would be disastrous for all mankind."

"Exactly what are you developing that would threaten all of mankind?" Tony interest as the inventor was peaked

"That's classified"

"Oh okay thank a lot Fury, so it's okay for us to risk our lives to save this thing but we can't know what going on in there, am I correct?"

"Correct." He stated plainly, "Now if I can continue, the team's mission is to sneak aboard the Omega and locate Dungan once you have he'll brief on the occurring situation. Any questions?"

No one said a word after he finished his talk.

"Good Luck."

* * *

NYC Skylines

Kaine and Peter parted ways after they left the Mansion the trip to the Queens was a silent one Peter swung from one web line to another, he had a lot on his mind, first his new powers are developing, next he bumps into Ms. Marvel accidently groping her and finally he gets suspended from the Avengers for what reason? Until he was considered reliable and not dangerous.

The dangerous part he could understand before he left the Mansion Reed told him that he will contact him for the next few days to get him to see the new developing powers he has been manifested with, so reluctantly he agreed to be Mr. Fantastic guinea pig for the sake of finding out what was wrong with him. It was the reliable part he didn't get.

"Well at least today cannot get any worse than it already has." Spider-Sense sprang to life, buzzing immediate danger.

"What the…my spider-sense never buzzed like that before what gives?" Suddenly Peter felt something powerful collide against him knocking him to the street of the city that never sleeps.

Traffic jam occurred as cars tried to stop at the small crater Spider-Man has created, getting up he dusted himself off, "Okay two things, one that hurt and two whoever did that is going pay."

"Hello Spider-Man, we meet again." A figure wearing an opened cutaway with a white shirt and blue trouser came walking towards him very calmly with a malicious smile upon his feature.

"I'm sorry do I know you because I don't remember seeing you in these parts of New York unless you are one of my fans than get in line for an autograph, or better yet how about I call the guy in Scotland I sure they are looking for a 19 century cosplayer."

His spider-sense was screaming to run but something else was telling him to stay and observe this foe, torn between fleeing and staying Peter choose the later.

"You humor is pathetic every time I face you. Prepare to die, I will enjoy draining you then I'll tell your loved ones how valiantly you fought."

Eyes narrowed dangerously, his fist were swirling with energy as he got into a fighting stance, "Buddy I don't know who you are or what you want but one thing certain I already that statement multiple times you baddies are all the same."

The Enigma Force told him in his head that it will share 5% of its power the rest Peter will have to unlock on his own with help from his Avenger friends.

"Then consider me the last opponent you face totem, EN GARDE!" With a battle cry the mysterious man pounced.

* * *

Avenger Mansion

Carol was in a foul mood her beautiful features showed that she was ready to punch something into a coma and all the Avengers knew an angry Ms. Marvel was not a person to trifle unless of course you were foolish enough to have a death wish or you are her best friend training right next to her in regular sweats.

Jessica was practicing her judo on a training robot she took a pause to look over to her left, Carol was really taking her frustration out on the punching bag while muttering curses that would make a sailor blush obviously she was not happy that Captain America had her monitor her counterpart the Amazing Spider-Man. Finally fed up with her constant bickering on how life wasn't fair, the British woman dropped her training, picked up her towel with her water bottle went over to the blonde.

"Do you want to talk about?" She asked her friend

Carol paused momentarily followed by a hard punch knocking the bag of the hinges on the floor with sand coming out of it side.

"No."

"Talking will make you feel better."

"I don't want to talk about it."

"Carol…"

"Drop it Jess."

"Carol…"

"I mean it"

"Carol…"

Carol clenched and unclenched she spun looking at the raven haired beauty, she had the look that said 'You know you want to talk about it.'

"You're not going to let this go are you?"

"Nope now spill."

Grunting in response, she went to grab another punching bag from the storage room. Once she was satisfied she began punching and kicking again.

"Above all the people…*punch*…on this team…*bam*…why did it…*crack*…have to be… me?"

"I can think of a few reasons, only you won't like what I have to say."

Carol stopped the bag from swinging looked at her best friend, "Please I pray tell me why?"

"Well for starters you do have low opinion of him not to mention you don't like him."

"I told you this before Jess…" She pointed her index finger at her, "…I don't hate him, I just hate that fact he very annoying and he really doesn't know when to shut that mouth of his. That is all."

"Can you please let me finish?" Carol gestured with her hand for a continuation, "Thank you…second you are the only one who refuses to team up with him on a mission that alone tells others you are not willing to work with certain people which I remember correctly ever since we joined that there is no 'I' in team."

Okay Jess had her there, it true ever since he joined she has been avoiding him not mention trying to get switched out every time she was paired up with him, when she took a mission very serious he comes out with the bad jokes and puns that she couldn't stand.

Jessica was about to continue when the room shook a bit, both women looked at each other curiously, again the room shook only this time the quake was much stronger causing both to lose balance.

"The heck an earthquake here in New York?" Carol asked

Jessica shrugged at the odd circumstance

They heard alarm go off as well as feet scattering, they heard "Avengers Assemble."

Both friends looked at each other then headed out, both wondering what on earth was going here.

* * *

Back to Spidey

Whoever this person was, he was strong, stronger than any opponent Spider-Man has ever faced before in his life. He can feel his teeth rattle with every punch this man threw and when he delivered a few of his own they would stun him for a moment or two then he would smile maliciously with the blood dripping from his mouth, it was an unsettling sight and it unnerved him fully.

Right now Peter managed to punch him square in the face a good 20 blocks away mind you to survey the damage, the wall crawler had felt the tremors they created even though they were small it was enough to damage some of the buildings and skyscrapers nearby.

Scanning the area the streets have been cracked due to the fighting, people were screaming and running for their lives, cars have been flipped over some were burning after being tossed around like ragged dolls, Peter had to take this fight somewhere else if couldn't innocent people will die.

Spider-sense blared as a siren on a firetruck as the Mysterious 19 century looking man came back with fly punching, Peter dodged by sidestepping to the left, when he avoided the ground gave way to a bursting water pipe.

The man retaliated sweeping Peter legs from underneath him but it was his reflexes that Spidey managed to avoid being stuck to the ground. With a one handed cartwheel Spider-Man twisted his body shifting his legs upward striking his opponent right underneath the chin sending flying upwards to the sky, giving chase Spidey spun his web, flew after him with a punch and used his momentum to swing him like a yoyo with the punching and throwing, the man grunted in pain before he felt his world spinning around him a few times then a sickening crack was heard, Peter finished launching himself with his feet downward to his stomach.

A mighty boom echoed through the city as Peter rose from the crater he created, he panted hard, he put up a good fight but in the end it was…

"That was most exhilarating Peter, it has been a while since I have gotten serious."

_'No freaking way…' _Peter couldn't believe that this man stood up dusting himself off like nothing had affected him actually no he was doing an effect, the Queen's superhero saw bruises on his face and his clothes were in tears in certain places.

"This is what I've been waiting for, a great hunt! When I am finished with you I'll be superior to my siblings for I will have defeated Cosmic Spider-Man!" He laughed that would put Norman Osborn to shame, "Now Totem prepare to get devoured!"

* * *

**LXD: Okay revised Chapter 5 and again I apologies for the wait. Next Chapter Morlun vs Spider-Man part 2 and the Avenger try to sneak aboard the Omega Base…Till next time Comment, rate, and subscribe **


	7. Mysterious Attack Part 2

**Disclaimer: All Marvel related characters as well content belong to Marvel Entertainment**

* * *

Chapter 6: Mysterious Attack Part 2

A mighty boom echoed through the city as Peter rose from the crater he created, he panted hard, he put up a good fight but in the end it was…

"That was most exhilarating Peter, it has been a while since I have gotten serious."

'_No freaking way…' _Peter couldn't believe that this man stood up dusting himself off like nothing had affected him actually no he was doing an effect, the Queen's superhero saw bruises on his face and his clothes were in tears in certain places.

"This is what I've been waiting for, a great hunt! When I am finished with you I'll be superior to my siblings for I will have defeated Cosmic Spider-Man!" He laughed that would put Norman Osborn to shame, "Now Totem prepare to get devoured!"

Faster than the eye can see, the man of the 19-century latched on to his wrist, "I will enjoy draining you."

Intense moments have passed Peter was sweating bullets as the mysterious man held him place, though he was reassured by The Enigma Force, _'Don't fret my chosen one, my power is far greater than his and he cannot devour you for it.'_

'_What do you mean?'_

'_Exactly what I mean, he cannot contain my power, he nothing more…how do your villains put it? A mere bug.' _

"I don't understand you should be withering in pain! You should be screaming in AGONY!" The man roared

"Sorry to disappoint!" Peter backhanded him sending him flying across the street 2000 ft away, "That's for the destruction that you are causing I think I'm going to have to give you a ticket once this is over."

Overhead Ms. Marvel, Spider-Woman, the Fantastic Four, Scarlet Witch and Vision watched as New York number one 'menace' fought with the unknown attacker.

"*Whistle* I've seen Spidey pull off amazing feats but this takes the cake, backhand a super villain in the face with one hand. Does he do this often Reed?"

The leader of the Fantastic Four watched with great interest as Peter and the unnamed man grappled each other for dominance. Peter then kneed him in the stomach then used his weight to throw him over his shoulders to the ground before he climbed on top to pound the attacker to the ground.

"Hey are going to let this guy show us off or are we going to help?" Johnny jumped off the Fantasticar model 3, "FLAME ON!"

"Guys got a point." Spider-Woman flew in after him to help their suspended fellow Avenger.

* * *

Meanwhile on the Omega base

"We're on the Omega Base Wyatt." Cap radioed in

"_Good. One thing I want to point out before you guys left the Quinjet we took the liberty of adding watch that allows you to access a S.H.I.E.L.D Port. It's an experimental device that allows the team to instantly transport back to headquarters." _Wyatt replied

"Should come in handy in case we get in over our heads."

"_Okay, good luck in there Wyatt out."_ The transmission was cut off

"_Team, satellites recon shows that the Omega Base is now a collision course with Vondrak Dam. Thousands of lives are in danger. You must stop the base at all costs. Fury Out!"_

Cap looked at the team in back of him, Storm, Daredevil, and Wolverine watched his every move, and "We don't have a lot of time we got to find Dungan, he'll fill us in on what's been happening here and stop this base before it hits the Dam. Let's Move!"

"Let me see if I can pick up a scent." Logan sniffed the air then unsheathed his claws then he pointed in a particular direction with a door opened, "That way!"

The rest followed behind Logan as he led the group through the hissing and groaning of the Omega Base lower parts. It wasn't long before they reach a hallway to find Dum Dum Dugan going towards them.

"Wolverine, never thought I be so glad to see your ugly face." Dugan piped

"Keep up with the sweet talk, Dugan, you're going to make me blush. Now what's the story here?" Logan asked

"A knockout gas was spread through the ventilation system of the base. I woke up to Doctor Doom demanding I bring Colonel Fury here or he'd ram the Omega into the Vondrak Dam."

Logan snorted, "Well the tin man must have forgotten his part of the bargain cause the base is heading straight for that dam."

"I should have known. It was stupid of me to believe him."

"Don't sweat it. If weren't for your message, we wouldn't have come at all." Logan sheathed his claws crossed his arms and smirked

Dugan deadpanned, "That's real assuring Logan, real assuring." He straightened out, "Get me to the primary engineering control room and I'll stop the Omega Base before it can do any damage."

Daredevil sensed that they were about to have company, "There at least nine different soldiers guarding that hallway."

"Finally something to hit." Logan let his claws loose, "I've been itching for a fight and looks like my wish came true."

"Be careful we don't know what we are dealing with."

No sooner that Steve said that AIM troops started to pour in the location that they were in.

"AIM Troops!"

The fight was on; the World War II veteran launched his shield into one of the Soldiers knocking him down in the process as the iconic shield ricochet off into the arms of the wielder. The Captain proceeded to run up to one the AIM troops to double kick in the chest effectively knocking the agent down.

One thing Steve Rogers knew if Aim was part of this ordeal with the Master of Evil something big was going and whatever Doom was planning it couldn't be good.

* * *

Latveria 2:30AM Doom's Castle

Located between the nations of Hungary, Serbia, and Romania. It also borders Symkaria, home of Silver Sable. Surrounded by the Carpathians to the north and the Malhela range to the south, Latveria has remained protected from the strife of neighboring countries.

Its current reigning monarch, Victor von Doom, has kept the nation protected from international affairs and economic downturns. Doom's personal patents in the field of high technology and specially robotics are the main export of the country.

Though he has been dethroned a number of times, von Doom has inevitably managed to return to the throne of his country and restore the nation to economic prosperity within a matter of months. The population consists of mixed European stock and gypsies, in whose welfare von Doom takes a particular interest.

Latveria boasts freedom from the racism that the Romas are greeted with in other countries. Due to technological advancements far beyond anything in any other nation Latveria has managed to remain unpolluted by industrial pollutants. Because of Doom's many weapons and his mere presence in Latveria the country is considered a world superpower, rivaling that of the United States of America.

However his evilness watches intently from a lab with one arm crossed and the other is stroking his metallic chin as he watches the fight between two mysterious figures and the Avengers. Though he has no particular interest in the Avengers, someone has peaked his interest one thing he cannot figure out is who is this new Avenger that wears a white band navy blue suit that feels as if it were alive?

If one thing Doom hated was not being the first to know! He has many spies in different countries all of them relaying information back to him, last he heard one of them by the name of Spider-Man was in a coma after that no report.

He watches with interest as the man with long hair wearing 19th century clothing battles this new Avenger toe to toe. The man was able to resist the heat of the Human Torch, punch the Thing into submission, bring Susan to her knees which is no an easy feet to do and finally his most hated rival tangle in against a lamppost which Doom had to chuckle watching his old foes being pick apart by this man.

What really surprised the monarch was that he was able shake off the blows of Ms. Marvel, Vision and Scarlet Witch combined, even he swatted the Spider-Woman with ease with an open palm strike to the chest. He seemed eager to finish off the newest member of the Avenger at same time he will make it his business to find out who the man was, before he could ponder any further a presence was felt.

"Well, well, it seems that the Enigma Force has chosen a vessel to carry out its mission to protect all life on earth." A dark chuckle rumbled, "I wonder who it has chosen this time. There is no apparent pattern in Captain Universe's appearances you know."

"What is this Enigma Force you speak of Loki? Doom commands you to speak!" Doom turned to face the god of mischief, "Tell me!"

"My, my, my why so hasty to find out, jealous that someone is superior to you? After all of Asgard and the nine realms know of its existences."

"No one is superior to Doom, I will see to it whoever is the vessel will be capture and brought for the removal of their powers."

"It won't be that easy my good Doctor Doom the Enigma Force is something that cannot be removed or contain. It willing chooses the partner if I remember correctly so your chance of getting it are very low."

"Nothing impossible for Doom." He said

"When the Uni-Power chooses a partner, it endows that person with the powers, memories, and costume of Captain Universe. The partner can use the powers of Captain Universe until the peril is surmounted. However, if the partner tries to use those powers for personal gain or for evil, the Uni-Power immediately deserts him or her or them." This came from a voice of a female, "You cannot simply take it by force either."

"Amora how lovely of you to join us, care to enlighten our clueless leader about..."

"Careful with your tongue trickster my patience for insulting Doom only goes so far…"

"Apologies Doctor but as you know if we're suppose to dominant the world you are going to need a power source that will not leave per say."

"What exactly do you have in mind?"

"There are other cosmic beings out in the universe to gain power from, who among them is the greatest of them all?" Loki grinned darkly as he exaggerated with hands

"You are insane. He will destroy Doom before you get a chance to be near him!" Amora replied, "That is suicide if you think that you can walk into Asgard stealing Odin's power!"

"Oh my dear sorceresses, you must look at the **bigger **picture. They are very hard to miss especially of one gigantic proportion."

Doom understood what he meant, "See that no one disturbs Doom, I must start on a new project and keep the moving forward with the plan. See that all information is relayed to my Doombots they will alert me via link."

His cape fluttered as he walked away from the two, Amora crossed her arms as she looked at the god of mischief, "What are you planning Loki?"

"Me? Why my beautiful Amora what makes you think that I am plotting? I was merely suggesting that the good Doctor look at a bigger picture is all, nothing more nothing less to could benefit him in the long run." The god of trickery smiled but the blonde Asgardian was no fool! Loki doesn't help people unless it benefited him in the long run.

"Watch wear you step son of Laufey Doom is not a man to be trifled with." She left leaving the old trickster to himself.

"Prepare yourself Amora things will soon change I will have you by my side soon for now I will let the pieces fall into place." He chuckled darkly, he watched the sorceresses retreating back, "Very soon…"

* * *

Back in New York

What a day Peter was having right now, this guy knocked out most of the Avengers down the only standing were himself, Ms. Marvel, and Spider-Woman. Two out of the three were breathing hard whoever this man was he wasn't joking around, they threw everything they had at him and still wasn't enough to take the guy down.

"Look I don't know what you want but I know you are going to pay for making waste to this city or at least part of it."

"Not another joke from you!" Ms. Marvel said, "I just had it with this guy and one way or another he is going down! You on the other hand need to shut up!"

"I assure you Ms. Danvers I am much harder to defeat than I lead you to believe." The mysterious man dusted his suit off he looked at a fierce half breed, "As for you totem if I cannot have your life force I'll settle for Spider-Woman or should I say Jessica Drew…"

"How did you…"

"Know? Please I faced you many times before in the past in different dimension I know your moves set by heart making you easy prey to this glorious hunt."

"Hey king of the crazy you'll have to go through me to get to her! Two wrongs don't make a right, take your parents as an example."

"Hmph your petty jokes are not amusing insect who is to stop me from draining her you? You haven't even mastered the control of the Enigma Force! It may shield you from me but you cannot protect everyone in the current state that you are in." The man said as matter of fact

"Oh yeah well…oh yeah…" Peter stuttered, "Your brother blows bubble gum!"

"Nice come back, dork."

"That's not nice you know I haven't done anything to you Ms. Marvel!"

"Keep talking, someday you'll say something intelligent." She replied, "Then we'll see if you are intelligent behind the mask so shock me, say something intelligent."

"You know if I can take off my mask and stick out my it will be at your face, because I can't I won't!"

"Real mature Spidey. I would love to insult you more... but that would be beyond the level of your intelligence."

Jess was getting very fed up with the nonsense, "Would you two stop! You are acting like a married couple!"

"He/She started it!" They said simultaneously

The attacker for the first time in this life had to palm his face, "I'm surrounded by complete morons…"

"You better have not included me in that because the only idiot I see is one who can shoot webs and can't shut that mouth of his even if you paid him."

"Hey I can stay quiet if I wanted too. I choose not to, it's in the job the description you know." Spidey answered back

Jessica had to really palm her face because she was at her wits end with these two jokers, if these two wanted to keep on arguing with each other then she'll let them be for now she had more pressing matter to attend to.

She charged at the 19th century man at full speed, she heard Spidey to hold her horses but she ignored him.

The man smirked at her motioning with his hand to come get him.

She was happy to obliged, she started out with a kick to the face after she twisted in the air firing her famous Bio-webbing hoping to stun the man if she can, then she went up to him punching him in the gut full 7 tons of her strength.

The man grunted once then he grabbed her by the throat cutting her air supply, he smiled evilly at her, "I will enjoy draining you my dear Ms. Drew."

"LET HER GO!" Ms. Marvel aimed for the face as she came charging in however he caught her fist then proceeded to head-butt her causing her to bleed from the nose, Ms. Marvel touched her tip of the nose now she saw red, "You'll regret that…"

"I'm sure I will." He mocked, "Come save your precious friend Avenger if you dare!"

He switched his stance with Spider-Woman on the right hand side of his turned torso still her airway being cutoff her face was turning blue. Ms. Marvel let out a warrior cry then proceeds to let him have it. She threw her jabs; her punches and kicks but the man blocked every single one with just one hand. Spider-Man couldn't sit back and do nothing he had to help in anyway he could so he sprung two web lines to catapult himself to wrestle the maniac to release Jessica.

As he flew through the air his Spider-Sense tingled another vision appeared this it was the same structure that he saw back at the mansion earlier only a section of the base was shown and inside he could see a computer having a cure for something with six super soldiers trying to damage it then it switches to a flying creature circling the base and his other fellow Avengers fighting it.

His mind and heart were torn he wanted to help Jessica but what the others? Suddenly the scenario changes instead of being in New York like he was; he was at the structure of the base that has seen near the computer. In flying so he tackled one of the super soldiers to the ground, the two looked at him in complete amazement.

Peter looked around, "No…no…NO! This can't be happening! No I need to get back, take me back, take me back!"

He pounded the floor in frustration making a dent in it, "No Jessica…No I can't worry Carol will save her I just got to figure out how I can get out of here."

He looked up at the experiments, they looked right back at him, "Okay fellas we could do this the easy way or do I have to get medieval on all of you?"

They roared and ran towards him, ready to tear him limb from limb.

"Medieval it is then!"

10 minutes later

It took no more than 10 minutes to dispose of the Super soldiers; he protected the computer which had valuable information again Peter spider-sense tingled again he was transported to another place. This time he heard fighting going on, he jumped to the balcony to see what was going on.

* * *

In a computer room

Captain America pounded another Aim troop in the face, they managed to slow down the Omega Base from crashing into the dam however along the way the team was met with another resistance this time it was Radioactive man and his long lost partner Bucky AKA Winter Solider it was fierce battle but they were stalling.

After that fight they found one of Spider-Man rouge villains Mysterio who overload a device that kept the experimental super soldiers dormant, they fought and prevailed next they freed Dr. Bruce Banner from a lab to make matters worse Dugan reported that a gamma bomb was going to go off luckily for them they managed to get Banner to the primary lab to shut off unfortunately the shutoff switch was damaged.

So they had to go to another lab to reestablish the safety lock again they were met with resistance more or less they managed to reach the secondary lab to establish connection and Banner was able to shut down the bomb.

Now they were face with the master of illusions and boy was he getting on their nerves.

"What is the matter heroes? Can't hit what you can't see?" He mocked

Captain turned to Logan, "Can you pinpoint him Wolverine?"

"Negative all these fakes have the same scent I can't tell which is the real one! GRRAAHH I'll make Swiss cheese out of you bub!"

The WWII veteran gritted his teeth then he turned to Daredevil, "Daredevil how about you?"

"Can't talk now Capt my hands are full here!" The blind man dodged another kick from the illusionist and when he trip him, he sent his baton smashing against his back only for this one to disappear in smoke, "Another fake."

Storm wasn't have any luck the more the other were she zapped the man with electricity the more of him popped out, "How does Spider-Man deal with you? You are by far the most troublesome villain to fight!"

"Thank you my pretty and now a little present for you." Mysterio appeared again this time throwing a sphere at the mutant; before Storm had to time to react it unleashed legs to trap the mutants arms to her side.

Storm was going to electrify the machine instead it zap her before anything else was done. She fell into a heap that was until the master of illusion caught her with a knife to her neck.

"How the mighty have fallen." He laughed pointing the knife to the mutant neck, "Ah, ah, one more step and this little trinket goes right through her neck."

"Bub you are going regret that!"

"You are in no…"

"Mysterio…jeez it's good to see you still got a fish bowl for head I see." All eyes turned to the man leaning on the wall.

"Spider-man!" The three heroes said in confusion

"Spider-Man do you always have to be a halfwit?" He answered back, "What's up with your costume traded it up for black and blue?"

Spidey feigned hurt placing his hand over his heart, "Ooo…now that hurt. Speaking of hurt step away from the weather goddess and those plans before I really get medieval on you I already have on the other guys."

Daredevil, Wolverine, The Captain looked at each other in bewilderment. Logan shrugged not knowing what to say to this, Steve was really going to have field day with Peter that was for sure, again he disobeyed direct orders. Furthermore, what the Captain really wanted to know is how the world did the wall crawler know about the plans as well how in the blazes did he get here.

"You idiot, why do you think S.H.I.E.L.D has plans for Ultron?"

He shrugged, "I thought everyone had them I got mine in a box of cereal this morning."

"These plans are upgrades! The "good guys" want to capture Ultron so they could rewrite his programming and turn him into a S.H.I.E.L.D weapon."

"That's impossible Ultron is a sentient-reprogramming him is illegal."

"Yes…yes it is. All I care about is those plans, Ultron wants them for a weapons upgrade."

"Tsk…if your Ultron gets weapon upgrades then my Ultron will want those upgrades and that just won't do."

"I've heard enough of your babbling! Prepare to die Spider-Man but first time to kill a outcast!" Mysterio raised his knife Logan pounced at him suddenly out of there a blast knocked the knife out of the illusionist hand confusing him.

A web-line attached itself to Storm while a second blast forced the fish bowl man to the wall imprinting him there and he fell unconscious to the floor. Logan looked around for a bit then at the wall where Mysterio was then he looked at Spidey with Storm leaning on his right arm and his left smoking.

"Well that's new even for you web head. First a new costume now you're getting new power what next? You're going to sing for us Yankee Doodle?"

"Very funny Logan." He reached for the device on Storm chest instantly crushing it in his hands.

'_Put your hand on her chest…'_

'_What?'_

'_Put your hand on her chest and concentrate…'_

'_Ooookkaaayyy…not sure what's that going to do…'_

'_Just do it Peter trust me.' The Enigma Force said_

'_You and I have a lot to talk about.'_

'_Later now focus.'_

Peter did as he was told; placing his hand above her breast Logan snarled thinking the web head was going to get a feel for his fellow mutant, "Watch where you place your hand buddy we wouldn't want an accident to happen no would we?"

"Relax dog breath you should me better than that." Peter closed his eyes starting to concentrate as he did a faint golden glow was seen surprising the veteran heroes. When it was over Storm let out a small moan her eyes flutter open to see a familiar hero.

"Spider-Man what are you doing here?" She was help to her feet, she felt good as new better than new she felt fantastic

"That's what I want to know you do realize you are in direct violation of your probation Spidey." Captain said

"Before you do anything else hear me out…" Peter began to explain that he was leaving the Mansion when all of sudden he was attacked a by a guy from the 19th century, he also told them he was fighting when the Fantastic Four, Ms. Marvel, Spider-Woman, Vision and Scarlet Witch came along to help him. He told them that the man defeated six out of the nine and that Spider-Woman fought the maniac and is currently at his mercy while Ms. Marvel tried to save her best friend.

"Believe me Cap I know when I'm grounded and I wouldn't be here if I knew it would get me into more trouble. I know this is going to sound weird but when my spider-sense tingled I saw this structure under attack by a flying green monster as well a computer being attacked which had important information on I was going to save Spider-Woman then I got transported here so here I am…"

"I need to see a therapist after this but he's telling the truth Spider-Man wouldn't be here unless he wanted to get into more trouble. He not here on his free will Steve." Daredevil said

Steve Rogers massaged his temple this was going to give him a headache soon enough, "Since you're here I want no horseplay do you hear me Spider-Man? I don't want a repeat at what happen to the Helicarrier."

Spider-Man saluted him

"Let's move out."

Two steps in Spider-Man felt a sharp pain in his he cried out in pain supporting himself against the wall, Steve turned watching him clench and unclenched his hand.

"Are you alright Spider-Man?" HE rushed over the bended hero

"I'm not sure I feel that I life force has disappeared…"

"What…" Logan and Storm looked at each other Daredevil stood still

A beep was heard from the comlink from the ear of The Veteran placed his hand to his ear. "This Captain America go ahead."

"_**Captain Dugan here I have bad news."**_

"What is it Dugan?"

"_**I got contacted by Fury he wanted me tell you that one of the Avengers has fallen."**_

"What? How can that be? I know each and every one of those men and women they don't die that easily."

"_**I'm sorry Steve but it's the truth, someone was KIA today in New York."**_

"Who?"

"_**Jessica Drew AKA Spider-Woman has fallen."**_

Steve was silent for only a moment; he thanked Dugan for the relay of information. Peter was panting hard he was helped up there was a silence in the air save for the humming of machines. Everyone looked at their leader.

"What's the word Steve? What did Dugan want that he couldn't relay the information to us?" Logan asked displeased at the tactic.

"Brace yourselves I have grave news." He looked at each and everyone he was stoic and when Captain America was stoic that mean something had gone wrong, "The Spider-Woman aka Jessica Drew has been KIA."

* * *

**LXD: Ain't I stinker? Well sorry for the long wait but this chapter I had to do careful planning with and yes I had been planning the death of Jessica Drew for quite a while. Next chapter will focus Peter in learning his new powers as well Carol babysitting the wall crawler. In other news I have a poll up that I need opinions it's in my profile so go check it out. Again thank you for your patience's and finally long awaited Chapter 6 Comment, rate, subscribe…**


	8. Test Part 1

**Disclaimer: Spider-Man and Marvel related content belongs to Marvel Entertainment**

* * *

Chapter 7: Test Part 1

Deep Space

In vast time of a timeless space where silence ruled the outer space a cosmic event was about to take place. Within the asteroid field a spaceship flies by within the vessel two beings view this speculator frozen comet in great awe well at one of them was looking at it with great awe.

"Look Pit isn't that the most magnificent celestial object you've ever seen?"

"Awe come on Drex are you telling me that the beacon took a trillion light years ooh and ahh at an icicle?"

Drex a humanoid robot chuckled a bit at his short friend, "No my friend it's taking us to that!"

The alien jaw dropped as he witnessed a shinning green object in the distance, "It can't be!"

"But it is!" The large green humanoid said, "Another Universal library."

"That means that we are going to know everything!" The dwarf alien said with glee the excitement was written all over his face, "Look out tree because I'm going to use it to free all the trolls!"

A sudden boom caused their ship to shake forcing them to the ground; Pit was not amused with this, "Great! Now what's going on!"?

"Only way to find out!" Drex flew out of the of ship into the outer space, suddenly a strange phenomenon took place again the thunder boomed, Drex flies in reverse the same way he came out of the ship, he landed on the floor with Pit speaking backwards as a reverse shaking occurs, then their ship flies in backwards instead of forward to the Universal library.

They flew backwards across the iced comet, then they disappeared out of the view yet the phenomenon doesn't stop as the universal library, the ice comet, the stars, the planets and the entire galaxy cease to exist leaving in its wake nothing.

Two massive figures looked at each other as one of them said solemnly "It begins…"

* * *

Somewhere else in the cosmos

"_Hark Silver Surfer! Do you truly except me to believe that you wish to resume your duties as my herald?" The planet eater known as Galactus questioned his former herald the man on a flying board known as Norrin Radd his first and mightiest of his herald floated before him with a request._

"_I don't wish to so but I will if you let me spend a brief moment with Shalla-Bal." HE pleaded_

"_Very well my repentive son. I will bestow upon the blessing that your heart most desires." _

"_Oh mighty one never can I thank you enough!" He flipped for joy as he continued to say, "You have given me…"_

"**Silver Surfer!"**

His eyes popped opened when his name was called, he laid rest on asteroid dreaming a hope that he knew that will never come to pass.

"My greatest dream?" He pondered putting a hand on his head

"I beg your pardon Silver Surfer I do not desire to disturb on your slumber."

He looked up to see none other than Uatu the Watcher before him, "Watcher! Why do you come to me? Well do I know your vow of noninterference."

"And you know that I have broken it!" He said with tone of that sounded with urgency, "In times of great peril!"

Noting the urgency in his tone Surfer hovered to his board, "What is it Watcher? Have you found Zenn-La? Does trouble threaten my home?"

"It threatens us all!" He replied, "Just as once you were the Herald of Galactus, think of me harbinger of greater entity! It is from them that you will receive your answer."

Suddenly two massive figures appeared before him. He looked at them in awe, as one of them said in a male voice, "Prepare yourself Silver Surfer!"

"You and another are about to learn the true nature and secrets of the Universe."

Within his mind he began to ponder these being in front of him; _'These voices, they ring throughout my being. What matter of entities are these?'_

He questioned them, "Who are you that you overwhelm my senses? Who are to vast for my mortal eyes to see?"

The silhouette of what looked like a male spoke addressing themselves, "My sister Infinity the essence of space. I am Eternity made up of all time."

"Together we are the universe personified created by the One Above All which glory, honor, praise and power belong only to HIM." Infinity said

They showed him a planet, Surfer recognized the planet they showed him, "I know this world it is called Harmony!"

"Yes now look well at the event that is going on, a malignant force has gained the power to turn time backwards! Soon the entire cosmos will be affected!"

Surfer watched in horror as the species returned back to their primitive states and soon the galaxy itself disappeared as if it was never there.

"If this abomination is not stopped all of creation will end!"

"No…" He floated up to the eyes of both entities, "Eternity, Infinity! Surely you will not let the universe come to this end?"

"We are beings that see what goes around the universe, we see all possible outcomes yet we do not know which will inevitably occur." Infinity said with a solemn tone

"Nor can we implore our vast power directly. Too do so…will cause the very catastrophe we seek to avoid." Eternity finished

Infinity gestured with her hand, "Which is why we must choose two champions to act in our stand."

"A being like yourself with time and space has already been wrench from him will not be affected by the reversal that is happening."

A flux occurred, Infinity was brought done to her knees as her brother Eternity helped her up, "Time is of the essences! Be warned Silver Suffer that you and the other champion will truly perish unless you both succeed in stopping the universe from disappearing."

"You speak of another Champion who is this other? Where would I find them?" Surfer asked

"You will find the second in the Milky Way Galaxy a planet you already been too well." Infinity said

"Earth…"

"Precisely, now hurry time is short you must use the power of Galactus and the soul of Zenn-La to stop the agent of destruction from destroying all of us before it is too late."

"Who is this Madman that would do such a thing to us? How will I know if Earth's Champion to help me stop this cataclysm?"

"You will know in time Surfer who it is and how you will find this other if the person will be able to withstand the effects of time reversal or you will test their might with your powers." The two Entities began to flicker, "Go before Earth shares the same fate as the others."

They disappeared from view leaving the Surfer to go over the events that just occurred as he traveled at the speed light to earth.

* * *

Earth Woodlawn cemetery 12:30 PM

He stood alone looking at a tombstone on these particular tombstone had the following inscriptions on the right and on the left. On the right side it read, **'Here lies George Stacy, Beloved Husband, Wonderful friend, Beloved Captain, Gone but never forgotten, May he rest in peace.'**

On the left it read, **'Here lies Gwen Stacy, Beloved daughter, Amazing friend, Treasured Student, Rest in Peace.'**

"Hey Gwen it's Peter…" He began, "Sorry I couldn't come around often as I would like but when you are in coma you don't get to go to much places..heh…heh..."

There was silence only the gentle breeze moving the leaves making them rustle, Peter continued, "I got new powers…I got them when the Helicarrier exploded with a mystical item on board with whole bunch of chemicals soaking me to death…"

Again the tombstone said nothing, "I don't know why I am here I guess when I look you I can see my friend Jessica Drew in that coffin. Ms. Marvel…she blames me for Jessica's death she even thrown me out of Redden's Funeral Home and I don't blame her. That's right you don't know her but you guys would have been best friends if you still al-…" He paused, "It's my fault I should of put an end to that guy before things got out of hand…now another one dies because I wasn't strong enough to stop him…"

Again silence

"How can I can I be Spider-Man if everyone I care about dies on my watch. I've learned time and time again that with Great Power comes Great Responsibility and yet I feel like every time I try harder I lose…I always lose someone…"

He wiped the water out of his eyes, "Thanks for listening Gwen I'll try to come back. See you around kid."

He kisses his two fingers and placed them on the left side of the tombstone, he turned to the right "Captain good seeing you again, hopefully we'll talk more in the future."

He let a small sad smile on his face then in went back to a neutral face as he left the open cemetery.

Parker Residence 1:15 PM

May trembled before the letter that she had in her hands, she had to read it three times to make sure that this wasn't a cruel joke. How can she break the news to Peter it will crush him for sure, it already been a day since he lost that Jessica girlfriend of his and she was such a sweet young girl she would of have been perfect for Peter what an unfortunate timing.

She heard the door and a voice that she recognized to well, "Aunt May I'm home!"

Quickly she folded the paper put it back in the envelope stood up rather quickly placing the letter in her apron pocket. Peter wasn't going to known anything about the condition that she was in.

So she put on her best smile greeting her beloved nephew, "I'm in the living sweetie come you just in time for cookies."

Suddenly she was dizzy and fell forward

"Great I think I could use a homemade patch of sweetness." He entered the room just in time to catch his Aunt, "Whoa Aunt are you okay."

"Oh my stars." Allowing her head to stop spinning, she looked up at her worried nephew, she could have sworn she felt a gust of wind, "Don't worry Peter I stood up too fast is all. A girl of my age is only getting older not younger."

She smiled kissing him on the cheek, "Come in the kitchen. I made your favorite."

"Chocolate chip…"

Aunt May quickly went into the kitchen getting out the patch she made. Peter went to the fridge taking out milk because you cannot have Aunt May's famous cookies without milk.

"So how did go today at the funeral?" She asked

"I couldn't stay…"

Aunt May was taken aback, "What do you mean you couldn't stay? Peter you do know that was disrespectful and you normally would stay why in the world would you leave?"

"It's not like I had a choice."

"What do you mean?"

"I got thrown out by Jessica' best friend Carol Danvers, she blames me for her death…since I was the last person she was seen with…"

"Peter I don't know what happened to her but her death isn't your fault your not a Superman you know." She came up to him cupping both his cheeks, "You can't save everyone. Every person has a time to go, it was just her time. Though when I do see this Carol Danvers she will be sorry that she ever met me."

"Then how come I still feel guilty about it? I still feel like I could of have done something…" Peter eyes began to water, "I've could have done something…"

Aunt May pulled her nephew into her abdomen as he silent wept, "Just let it go Peter, just let it all out."

* * *

Avengers Mansion

Carol Danvers was in the gym venting frustration on a punching bag, she imagined Peter Parkers face on it, while she did she became angry. The more thought she put on Peter for disserting them in combat the angrier she got the more power she put in her punches and kicks until she knocked it out of these hinges for the 50th time today.

"Damn it! That's the 50th one today!" She growled going to the closet of equipment to find the last punching bag there, she's unaware of Steve Rogers looking at her every movement.

He saw her take her frustration out on the bag then he spoke, "Something troubling you Carol?"

She paused to look at the Veteran from WWII then she resumed, "I don't want to talk about it Steve."

"I do." He said walking towards the bag, "Mind if I join you?"

Carol shrugged as she went off the punching straight for the jump rope

He was already in workout clothing so he began to punch the bag "So I hear you kicked out our Friendly Neighborhood Spider-Man out of the Funeral home this afternoon, may I ask why?"

She let the jump rope swing faster around her, Steve continued to talk, "Peter can be annoying, he can be silly, he can make the most rigorous person to falter but one thing he will never do is leave a comrade behind."

"Yeah…tell…that…too…my DEAD best friend!" She slapped the jump rope crisscross as she finished, "If he didn't leave Jess would still be alive right now! Yet he abandoned us right in the middle of the fight!"

"You don't know that Carol besides it wasn't his fault he has no idea on how his new powers work and he told Reed and Hank that he would like you to train him to use them well."

"HA! The chances he got to 'train' with me are like a chance hell will freeze over which is not going to happen! Not in a million years. You guys decided to put me with him to babysit him fine! I'll do it but to do anything else forget it."

"Letting that anger control you is what going to give you a bitter heart Carol don't let it consume you because nothing good come out of a bitter heart, trust me I know from experience."

"Don't lecture me Steve because you don't know how I feel." Carol was headed for the door she stopped halfway, "You think I hated Spider-Man before? You haven't seen anything yet."

Steve shook his head, Carol had a lot to learn however he feared for Peter he just hoped that the Wall Crawler could bring Carol out of her foul mood before anything bad happens.

* * *

Eero Saarinen's abandoned TWA Terminal, JFK Airport, New York 4:00 PM

Reed got a call from Peter that he needed to seen him pronto about his emerging powers, he stated that everything that he saw was slowing down when his aunt fell forward and he ran a little too fast to wind up in the middle of Mexico City when he left the house for a jog.

The FF had to pick him up and they brought a whole bunch of equipment to do some testing on Peter with them. So now here they were in the abandon Terminal waiting for Peter to change into testing uniform, though Susan had to ask the question, "Reed you don't really believe that he can run that fast do you?"

"I believe anything possible in few minutes, if he can run from his house to Mexico in matters of seconds think of the possibilities he will be able to do when he reaches his full potential." Reed was putting the finishing touches on the computers

Johnny walked to the porta-potty knocking on the door, "How's the fit?"

From inside Peter replied, "I look ridiculous and the tight is a bit snug."

"Come on it can't be that bad."

The door opened to reveal Peter in a cut up version of the fantastic four suit, meaning the suit was cut up to the legs, and his entire arm section was cut to the shoulders not to mention that he was wearing bike gear.

"Well at least you will be moving so fast that no one will see you." He chuckled

"Yeah flame brain laugh it off, go ahead make fun the guy who has a low self esteem." Peter replied as he was lead to the married couple

"So according to our genius of scientist here as he told me you thought you saw the world slowing down but in reality you were moving so fast that it looked like everyone else was standing still." Johnny turned to his family, "Alright web head, Reed will be monitoring the energy output while Susy will monitor you vitals."

"What you going to be doing?"

"Me? I am going to check your speed sit back and enjoy the show." Johnny smirk, "Good luck buddy."

Susan came with iPad in hand while calibrating they system on his chest, "Okay Peter are you nervous?"

"Considering the fact that I am developing new powers each and every day and that fact I might be able to blow New York City off the face map I feel great."

"Don't worry we'll make sure it won't come to that, besides your one of the most responsible guys I know and if it wasn't for you protecting this I don't think anybody will want to live in New York for the rest of their lives." Susan smiled then left

"Alright Peter while I am extremely eager to determine your full range of your abilities I do caution restraint."

Peter nodded, he got ready to his position, and he was in a runner position mind you looking back at Reed waiting for the signal. The leader of the FF nodded, the spider hero nodded back then he took a deep breath and exhaled.

Then with astonishing force he took off knocking Johnny to the ground, Susan had to ground herself as she lost balance, Reed felt waves all over his body and the sound of a sonic boom let the papers fly everywhere. Johnny couldn't believe his eyes, Reed was with his mouth open, and Susan blinked not believing her eyes as the blur took off down the runway of the airport.

"He's going to make history." Reed said, "Our Spider-Man is going to be a variable of outcomes in the future."

* * *

**LXD: Merry Christmas to all the fans this is the latest chapter I will be posting for today and I will be going on a hiatus for the holidays so you won't see me until next time so tune in about week or so don't know how long I will be gone but I assure you it won't be long. Here is your Christmas present if I don't see you within a week Merry Christmas and Happy New Year to all. Comment, rate, subscribe **


	9. Test Part 2

**Disclaimer: Spider-Man and Marvel related content belongs to Marvel Entertainment**

* * *

Chapter 7: Test Part 2

Milky Way Galaxy

Surfer soared through space thinking and pondering. What was a mere being of power cosmic so suppose to say to this champion of Earth? Would they even believe him? He himself doubts that he could save the universe, "As all knowing Eternity and Infinity may be…I cannot help but doubt their belief in me…I do not feel like a universal champion. Rather I feel more Norrin Radd…a man who know his own short comings."

He looked seeing that he passed Saturn; he knew that was getting close to Earth, "If I am to use the power of Galactus to save all of creation…must I go to its very source to seek the aid of my former master?"

He looked around his surrounding; the universe seemed to be dimming a lot more than it should, time was running short! He would have to press forward to Earth before it was too late.

"I just hope whoever is the second champion will be kind enough to help…oh does my soul wonder what they would be like."

* * *

Earth Baxter Building Three weeks later 7:00 AM Tuesday

For the three weeks it was nonstop testing on how far Peter abilities went. So far Peter hadn't seen Carol Danvers yet however he had a feeling he will meet his probation officer very soon.

The F4 and sometimes Hank Pym with his wife Janet van Dyne Pym scratched their heads every time they thought they had a limit for Peter. He managed to keep breaking records of superheroes at an alarming rate. For instance in one test he was to circle the earth 300 hundred times, he did it in 1/60 of a second, Pym looked at his fellow Avengers, in disbelief when the clock stopped, he went back to his own lab to see what he can come up with to help out.

The machines groaned as Peter hand pushed upward with another behind his back, he tried with all his might trying to lift the object; he trembled while he did. Reed looked at his charts, his mind blown by the mere fact that Peter was doing heavy lifting, serious lifting for all that matter.

Last time he checked Peter could only lift 25 tons, which if converted to pounds was 50,000. Now it was double no quadruple no novemvigintuple the amount!

One more burst and suddenly the computer was on fire for the 20th time in the afternoon. Johnny calmed the flame by absorbing it, though he was paying more attention to the numbers rather then the equipment.

Susan looked at the young man pushing against the pipe, she said through the intercom, _"Okay Peter stop! I don't think our computers are going to last any longer if you push more time."_

They heard a small boom when he stopped, he turned to them sweating a bit from the hard strain he had given. All the machinery was sparking or smoking this was impossible even for their arachnid friend to do however he was doing it.

"I'm seeing the numbers Reed and I don't believe it…" Johnny said, "I mean literally cannot believe it…"

"It almost impossible but the results are right there in front of us Johnny…super speed, super breath, super vision, super hearing and flight! The list goes on! There is no limit to what he can do now…" Susan exclaimed, "He has every super power at his fingertips."

"_You guys realize I can hear every word your saying right?" _Peter smirked, _"I can see through your clothes Susan…"_

Susan face turned red as she crossed her hand in front of her chest.

"_Kidding…"_

"That's not funny Peter!" She exclaimed

"Dude what is wrong with you?"

Reed let a low growl but let it slide, "Enough games Pete. We need talk this is serious what we are dealing with here!"

"So what's up doc?"

He pulled up a holographic picture showing it to spider themed hero, "You were pushing over 300 I repeat 300 Nonillion tons on Earth gravity which 9.807 m/s². This is most advanced lifting technology known to man so with your new super powers I can't really pinpoint the limit of your strength."

"Still I feel like I can do more." Peter wiped his brow

"Your body is changing radically, how radically? I cannot say what I do know is you need to learn how to control these new powers you are basically in Extinction-Level or Extinction-Class Threat."

"So do I win prize Oh I would like to go to the Bahamas for the year that would be nice and meet Ms. Universe too…" He chuckled

"Peter this isn't funny! We can do so much with the technology that we have here on earth to help those developing powers, the most brilliant minds of the world would kill for an opportunity that I have here only by testing you to see how far you go." Reed exclaimed, "I don't see you like a lab rat but a friend in need."

Peter winced when Reed Richards is serious there was no room for the jokes, "Okay I get it, no more jokes if I can help."

Reed leaned back it was fair enough request, during these last few weeks have been very knowledgeable testing how far they can push the arachnid hero unfortunately further testing will have to wait until all the machinery was repaired.

"Alright Peter you are done for the day until we get the computers fixed I'm letting you and remember no superhero business not until you control your powers that is."

The browned haired man nodded grabbing the towel to hit the showers, "Right as if my life can't get anymore boring than it is between going to work, this and spending time with my Aunt not saying she is boring but hey doctors orders."

"Hang in their Peter…"

The arachnid hero left waving goodbye to them without turning to face them disappearing through the slider doors.

* * *

Earth's Atmosphere high above New York City

Silver Surfer finally arrived to earth now the question was where would he start looking? The last time he was here was when he punished by Galactus into exile though thanks to his friend The Thing of the Fantastic Four for the simple suggestion of trying to pass through the barrier without his surfboard, the Surfer made peace with Galactus by rescuing his current herald Nova from the Skrulls, after which Galactus finally ended the Surfer's long exile.

If Surfer remembered correctly there was about 7 billion people on the face of the Earth, "If I managed to go through each and every single person it will be too late to stop this Madman from destroying the universe I will narrow my search and start with my old friends then I will continue from there. I only hope that I am not too late."

* * *

Daily Bugle 7:40 AM

"PARKER!" Came the voice of the editor in chief John Jonah Jameson owner of the Daily Bugle, "Where is Peter Parker! I want him in my office in the next five minutes or else he's FIRED!"

"He just called chief he coming up the elevator right now." Betty Brant his secretary said not looking up from the computer

"He better be here in the next 60 seconds or he'll find himself without a job in this city again!"

As if on cue Peter appeared from the elevator grumbling under breath about how he heard Jameson from half way across town while running to Ms. Brant desk.

"Hey Betty…"

"You best be in his office Peter he's been asking for you for the last five minutes." Betty smiled at her ex

"I know I felt like I heard him from across town." Peter sighed; this earned a small chuckle from the woman.

"Just go in."

Peter went in to his surprise he saw a familiar blonde hair woman talking with his boss and there was projector in the room with the lights dimmed. He was quiet overhearing what they were talking about although he noticed Ms. Marvel flying over the city as the projector screen ran.

"Let me get this straight, Mr. Jameson: you want to hire me as an editor for a new magazine called 'Woman's Culture'?" Carol asked

"Right."

"And you want my first issue to be an expose of her?" She said crossing her legs then placing her hands on her knees looking at the editor of the Daily Bugle

"Correct again Ms. Danvers." The editor in chief said, he signaled towards the back to stop projection. As soon as the screen went blank the lights turned back on, he faced the blonde taking out the cigar from his mouth, "Lately Bugle sales have been slow I haven't had the time to devote myself to our magazine department particular Woman's magazine…let me tell you something Ms. Danvers it shows. Articles on women's LIB interviews with Kate Millet stories about career for women…Yecch!"

Carol raised a brow, "Yecch?"

"Exactly!" Jameson turned, "WHERE IS PAR…"

"Right here Mr. Jameson."

"Parker!"

"Yes?"

"Come over here I want you to meet someone who will be working for me now." Jameson stood up grabbing the young man by the shoulder then using his cigar right hand pointed to Carol.

"Ms. Danvers I want to you to meet Peter Parker our photographer who takes pictures of that wall crawling menace of New York…"

"I told you many times Jonah he's not a menace!" This came from Jameson right hand man Robbie, the city editor, "How are you Peter?"

"Robbie he is a menace and I will prove it! As soon as that wall crawler shows his face again instead of that new Scarlet man I will show the world that I was right!"

"I'm fine Mr. Robertson how are you?" The two shook hands then went to focus on the only female of the room.

She stood up looking at Peter with a smile she then extended her hand feigning that they didn't know each other yet the look in her eyes said other wise, "How do you do Mr. Parker? I look forward to working with you."

Cautiously he took her hand giving it a quick shake, "Pleasure Ms. Danvers, I look forward to the same."

Peter looked straight into her eyes; they read 'I'm going to make your life a living nightmare.' Peter swallowed dryly, this day cannot get anymore complicated than it already did.

"Okay now that introduction are over Parker, I'm assigning you to work with our new Editor of Woman's Culture and speaking of the way I see it." Jameson went behind his desk leaned back in his chair took a puff at his cigar, " A woman's magazine should have articles that useful—like new diets, fashion and recipes things like that!"

"So how does this Super heroine fit in to those category? Maybe under fashion?" Carol brow quirked

"Nah… this is something else…something more important." He waved her off "I hate superheroes, Ms. Danvers hate them!"

"That a not a surprise…" Peter rolled eyes muttering under his breath, "and guess whose number one on that list."

"Well except for Captain America now that a hero a True American hero who fought during WWII that is a man I can respect."

"Okay you want to hire me to edit the woman's magazine your way including a feature on this super woman?" Carol nodded her head crossing her arms, "Okay Mr. Jameson let's talk salary."

Jameson raised a brow, "Salary?"

"Sure as in weekly paycheck?"

"Hmm well…you see…I really can't …"

"I get it's because I'm not what you call **prime** material since I've only been writing for at least a good two years after leaving the security field." Carol unfolded her arms, "I get it but I know when I not needed."

Carol was going for the door Jameson quickly stopped her as the door opened a crack, "Now hold on their Ms. Danvers surely we can reach an agreement."

"I do have something of a **reputation **and reps cost money." She said looking back at the man

Peter and Robbie looked at each other, this was hard bargaining woman that they had in their midst so they kept quiet to see how far this would go.

"Money…eh?" Jameson took another puff, "Alright but I'm starting you off with 20 thousand dollars."

Carol smirked closing the door, "30."

"22"

"30!"

"25?"

"30 take it or leave it!" She said getting in his face

"Blast it how I can I argue money with a woman? Fine 30 thousand!"

Peter stood stunned someone actually made Jonah bend to their will which was not a easy fit to deal with and he knew how hard it was to get the editor in chief to negotiate with the prices he wanted just for pictures of Spider-Man.

Ms. Danvers sat on his desk with a satisfied smirk, "Oh one thing Jonah my name is Ms. Carol Danvers. And as far as diets and recipes go…**forget** **it**!"

"Hurrumph!" Jameson then looked at Peter, "Parker I want you to work with Ms. Carol Danvers here for the magazine and while you are at it take pictures of that other wall crawling nuisance."

"Yes sir Mr. Jameson."

"Now get out of my office you two!"

Once out of the office Peter looked at the blonde, "I don't suppose you don't want coffee?"

Carol looked at the man narrowed her eyes dangerously, she then told loud enough for him to hear, "Let's get a couple things straight here **Peter**!I don't like you; I think you are annoying; I'm only here to keep an eye on you as per request from The Avengers. And as your new boss you better get ready for hell."

Peter briefly looked away then back at her with a Frontalis face raising his eyes brows in surprise, "You still mad about Jessica dying aren't you?"

"How you figure?" She said with an annoyed look on her face, she began walking away with Peter on her tail. They walked until they reached her new office Peter closed the door letting out a deep breath.

"Look I feel bad enough that I hadn't been there to stop Jessica from dying she was my friend too you know and my new powers aren't fully under control."

"Another thing no!"

"Wait what?"

"No I'm not going to help you." She said matter of fact sitting behind her desk

"Why not! You're the only one beside Thor who have almost godlike powers and been at the superhero business longer than I have."

"No plain and simple."

"You can't pin on what happen to Jess on me."

"I can and I will you were suppose to knock him down and stop him from killing her. Because of you I lost my best friend you don't know what it's like to lose someone important!"

Peter winced at what she said looking down in shame, Carol looked at him in an irritated bemused face. She watched as he clenched and unclenched his fist not knowing that she struck a nerve.

"You want to know something Ms. Danvers." Peter walked up to her desk slamming his hand upon it causing the pilot to jump in her seat, "You don't know jack squat about me for you to say that I don't know anything on what its like to loose a beloved family member. You are not the one risking their life for the little since it's above your payroll!"

Okay this was a side of the wall crawler that Carol never seen this side before and it was kind of out of character for him, wasn't he the goofball, the jokester, the guy that never shut up?

Well whatever this was it was kind of freaky to her even if it was Peter, the look on Peters face was dead serious, this was definitely new. The two stared each other done evenly not daring to say a word.

The tension was thick that you could cut it with a knife well it was until Spider-sense started acting up wildly.

'_Spider-sense! Danger!' _

The next thing he knew Ms. Danvers started to speak backwards then she stood up walking backwards out the door, as it swung open before she reached it. Peter quirked his brows watching the door reclose, "Well this is odd and people say that I'm weird…and that's saying something…"

Peter waited then suddenly the door opened to see a confused Carol Danvers. She looked from the Peter location to the outside, "How in the heck did you get in here before me? I was sitting right there in the desk?"

"…" Peter didn't answer her least she would call him crazy, he shrugged not knowing how to answer. Peter spider-sense went into overdrive causing him pain like never before screamed in agony. Carol though didn't like him went over grabbing him by the shoulders to balance him.

In an instance Peter eyes were open as images went rapidly through his mind, an image of a spaceship with a purple beam with thousands upon of galaxies disappearing all at once.

Carol supported him making sure he wouldn't fall unless she wanted to get fired, "What was that about?"

"You're asking me?" Again Spider-Sense tingled; he looked outside a man on a flying surfboard.

"Silver Surfer?" Both heroes stared intently at man with power cosmic and suddenly a blast destroyed Carol new office sending both heroes to the ground. Carol recovered faster, "Surfer why are you attacking us?"

Surfer said nothing as screams and panic were heard in the outside. The next thing they knew Robbie came through the door, "Peter, Carol are you alright? Oh my go…"

"Mr. Robertson get out of here!"

He didn't need to be told twice as he left in a hurry. Peter stood up looking angrily at the man on the board, "Alright buddy you want to dance let's dance!"

Peter fist was full of energy then with a yell fired the beam at the Surfer who was hit directly in the chest. In an instance Peter willed his costume on taking off after the man on the board. Carol herself was about to fly after them when she began to move backwards again.

In her mind she started to ask the question, _'What is going on here? Why is everything moving backwards?'_

* * *

Spidey swung faster trying to keep up with Silver Surfer, Surfer looked back to see his opponent gaining on him. He took the skies leaving the wall crawler to climb a building to the rooftop.

Spider-Man fist was filled with energy, he was looking back to the hovering Surfer "Look pal unless you got Galactus coming to snack on some Hersey bars I suggest you surrender or get ready to face the wrath of Spider-Fu!"

Again Surfer said nothing charged his fist with energy than released it towards the arachnid hero. Spider-Man did the same; the two beams collided pushing each other for dominance that was until it exploded a moment later.

Surfer fly high into the sky out of sight annoying the wall crawler, "Hey didn't your mother ever tell its impolite to give people the cold shoulder? You should know better!"

He realized something, he palmed his face, "I can be a real idiot sometimes! I can fly hello…I need a new gimmick maybe I should the circus."

Spidey bent low soon the ground shook and with a bang he took off at breath taking speed after the man who attacked the Bugle.

Surfer waited patiently for his opponent to arrive, he thought to himself aloud, "Could this be the one? My senses are overwhelmed with the sheer power that is within him it is similar to own power cosmic. Though I do regret for doing such a low tactic I had to be sure he was the one. Now I must see if he can withstand the effects of time reversal as the others could not."

He heard thunder so he prepared himself to engage the newly powered Spider-Man, hopefully he would see reason that it wasn't intentionally that he attacked but to ensure that he was the chosen champion.

He saw the figure coming out of the clouds, "Ok Harry Houdini lets get down to business and what I mean is: a good old spider tossing the guy around fashion beat down."

Surfer will never understand humans and there bad sense of humor nonetheless the former herald of Galactus charged at the man as the other did the same with both hands filled with cosmic energy the combat was set.

* * *

Meanwhile Deep in the cosmos

"Lady Death…" The figure said as they walked to the window of the space ship, "See what I has wrought!"

He turned to face two stoned figures, "Mock me now if you dare! What was that my lady? You two wouldn't be ignoring me would you? After all not even goddess will dare ignore a man that posses the ultimate weapon!"

He fired a purple beam to nearby plants that reverted back to seeds. He picked it up looking at it with great interest crushing it, "So…young…so very delicate. Soon I will crush the very universe itself between my hands in the greatest offering that Chaos and Death could have."

Soon a beeping sound was heard from the computer, quickly he went to his computer watching as the energy depleting, "The time reversal field it is out of power! "

He turned back to the stone figure caressing the face, "Oh my lady I am sorry I have failed…"

The ship was turned around opening a portal, "I must return to the source! Then once and for all I shall prove myself worthy of your love."

* * *

**LXD: Who saw this coming? Anyone? *Looks at the crowd* No takers I see, well chapter 8 for you. Pardon for the long wait you think I be able to update faster since it's the New Year but nope. So as of right now I've decided I'll be focusing only on a couple of stories for the Spider-Verse: Chaos Unlimited, Cosmic Spider, When you cross a black cat, Iron Heart because these stories need a lot more attention than Spider-Man what if though I will update that soon for two more chapters and Spider-Man Evolution. Also I have to prepare the last two stories Spider-Assassin and DC Spider-Man, it's a lot on my plate but I will get it done eventually…Comment, rate, subscribe **

**PS: Vote on my poll below is the votes result thus far I will update every 5 chapters: **

**1 Zatanna 7 votes 38%**

**2 Batgirl (Barbra Gordon) 4 votes 16%**

**3 Raven 3 votes 16%**

**4 Huntress 3 votes 16%**

**5 Stargirl 2 votes 5%**

**6 Hawkgirl (Kendra Munoz-Saunders) 1 vote 5%**

**7 Katana 0 votes 0%**

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**Read &amp; Review please and thank you**


	10. End of the Universe

**Disclaimer: Spider-Man and Marvel related content belongs to Marvel Entertainment**

* * *

_Chapter 9: End of the Universe_

Thunder clapped across the sky many people of New York looked up wondering if it was going to rain though the strange thing was that it was partly cloudy not even a nimbostratus cloud in the sky so why was there thunder?

It was over the news of a strange occurrence in the weather pattern unfortunately for meteorologists the cause of the thunderclap was due to two very powerful forces colliding with each other, so I ask this what happens when an immovable object meets an unstoppable force?

They collide…that's exactly what was happening above the skyline 30,000 ft. in the air. Carol or Ms. Marvel flew to where the fighting was taking place she alerted the Avengers that Silver Surfer attacked the Daily Bugle for reasons unknown, as well as alerting them to a strange phenomenon was taking place.

She arrived to where the supposed fighting will be, she looked frantically around the area, "Where are you?"

A boom was heard so when she turned around, Spider-Man was coming in hot; she dodged him by swerving out of the way to the left as she watched him recovered.

Spidey flipped over to regain his composure; he wobbled a bit but he recovered he remembered that he could be for a limited amount of time in the air max 15 minutes; it's already been 5. So he knew that he would have to end this quickly or ground the Surfer until he could get used to being in the air as his powers developed.

"Okay here I go, round 2 buddy getting ready for FIST OF FURY! YEAH!" He took off breaking the sound barrier, which Ms. Marvel deducted that he flying at Mach 2. She flew after him wanting to see for herself what new powers that the annoying pest had.

Spidey flew at Surfer with a fist reared back when he was close enough he let it loose however Surfer saw right through his plan catching it with his palm causing a shockwave to disperse, right now it was hand-to-hand struggle for dominance.

Surfer looked at the man he was fighting keenly, then palmed him in his chest as he nodded, _'Yes this could be the one…now I have to wait for the time reversal affect to apply to see if this is the champion Infinity had said.'_

Spidey staggered back a few spaces yet regained composure, 8 minutes he was in the air. Spidey charged up a beam then let it fly to Surfer, the man on the board stuck both palms out absorbing the energy as it came.

The flow of energy stopped Peter flew at him hoping to tackling to the ground but first he needed his trusting webbing to help him out here. Silver Surfer eyed him carefully, whoever this was clearly wanted to end the fight, as did he, there was no time to waste when the all of creation was in jeopardy. Surfer let a beam fly, Spidey twisted his body out the way counter with webbing to the face.

The former herald of Galactus didn't expect for something sticky to hit his eyes, he struggled momentarily to get the webbing off in doing so he was tackled off his board, falling straight down. Both men went through a building and they landed on the floor of the basement.

They were only a few feet apart but our beloved arachnid themed hero quickly got up moving upon the Surfer. Spidey ripped the webbing off his eyes grabbing the man by the neck, "Okay wise guy! I heard of sanity of one's home but destroying a building just to get my attention is way pushing it! Who sent you?"

"Believe me when I say I regret doing such a tactic but there was no time for me to search and explain what is going to happen to you and this world if we don't act quickly enough!" He said

"What are you saying?"

"Tell me has a recent event gotten strange? For example everything moving backwards?" Surfer said as a matter of fact

The wall crawling hero didn't know what to say to that yet his grip was firm on the neck of the former herald of Galactus, "How did you know?"

"If you would release me I will tell you of what has been happening not just here but what has been happening to all of creation."

"I don't trust you enough to make me want to let go…"

"Please for the sake of the universe hear of what I have to say…"

Hesitant as he was Peter let him go so far his Spider-Sense wasn't tingling so obviously this was not a trap. A few tense moments went by Spider-Man let him go, "Any funny business and you'll be seeing Mr. angry face."

"Much obliged…" The silver man called for his board, it came to him as he floated on top, "Now this is what I have been told…"

* * *

Ms. Marvel cleared wrecked rooftop debris of a building Silver Surfer and Spider-Man crashed into. She could see the dust arising filling the air. She called in the Avengers to rendezvous here at the Seagram building to make sure civilian lives were safe. She heard the sirens of the Fire Truck, police cars and Ambulance down below the first responders were always on site for everything which was good the more the merrier.

As she cleared more debris she pondered what was going through the head of that idiotic wall crawler, silence was never a good sign. Iron Man had told her to wait at her location to make none were hurt however she couldn't wait any longer whatever was happening to those two could mean disastrous for the civilians inside.

So she flew down to where the supposed fighting was occurring.

As she flew down she noticed that they crashed into walk spaces that the Seagram building employees had; it was a miracle that the knucklehead hadn't crashed into anyone.

Nearing the bottom to the parking lot she heard…conversation? What in the world? She thought, _'You've got to be kidding me right now. Silver Surfer and the knucklehead duke it out for who knows how long and here they are talking?'_

"…You can't be serious! You expect me to believe that two deities named Eternity and Infinity sent you to find a champion? On Earth?"

She paused mid flight, _'Champion on Earth?'_

"That is correct, when I arrived I had no idea in what I was looking for so I headed to my old friends the Fantastic Four to help in my search. The one know as Reed Richards had told me about you Spider-Man and no not about your secret identity either you exploited yourself to me."

Peter was relieved at first then he mentally smacked himself for doing so.

"He had said to me that you had new developing powers and required that I would test you to find out your feats, I also was giving the task by Eternity to test the champion of Earth to see if they could past this test. When passed by the I sensed an overwhelming power coming from you." Surfer bowed his head in shame, "I regret using such a low tactic but I assure you that I meant no harm to the civilians life but to draw you out."

"That is one funky way of drawing a guy out next time send a post card and I'll be happy to hitch a ride with the Hitchhikers of the galaxies."

Carol palmed her face, again with the damn corny jokes. Doesn't this guy know when to take anything seriously? But a test for what was the question…wait...did he say champion of earth? HIM!?

"I don't know the meaning of your jest, time is of the essence and it's time for you withstand the final test!"

"What exactly is this finally test?" Carol said landing before them

"To withstand the affects of Time Reversal." Surfer said gravely

Carol was about to respond and protest that Spider-man was no earth Champion when she suddenly she began speaking backwards; their mess was cleaned up as if it never happened.

Peter watched in complete awe as everything was put back the way it was instead of being destroyed. He looked at Surfer he nodded his head, "Now do you see the severances of the situation."

"Okay, say I do buy your story what does this have to do with me?" He asked

"As I've explained before the Universe as we know is completely vanishing thanks to a sinister plan; by whom I don't know. I have told you that there two champions; I'm the first and the second one is standing right in front of me…"

Spidey looked right then left, then pointing at himself, "Who me?"

Surfer nodded, "You were able to withstand the Time Reversal now when must part Earth to find this madman who plans to destroy all of creation!"

As he floated to the air he stopped mid flight looked back at the grounded wall crawler, "Well will you not move?"

"Yeah I don't know if I mentioned this I can't fly…"

"You flew when you were fighting me. Why can't you fly now?"

"I don't know if you realize but I can only fly for at least 20 minutes max I have to touch ground in order to regain footing and if you haven't noticed I tried to end the fight pretty darn quick!"

"This indeed is most unfortunate, very well I will give you a 'ride' as you humans put it on my board." He stuck out his hands, "Come time is of the essence!"

* * *

Outside 

Carol decided it would be best to wait it out because anything movement that she did it would just cause to move in reverse. She looked at the once damaged building that was now fixed. Whatever the bum was doing he better get it over it quick.

"Come on Steve where are the rest of you Avengers?" she muttered under her breath, it was frustrating to know that any action she took will be undone by this strange phenomenon occurring.

Carol heard a sonic boom as two figures sped by her on the board of the Silver Surfer; she quickly glanced to see Spidey riding with surfer out of the earth.

"I hate to say web-head but you better figure out what is going on here. You're our last hope."

* * *

Exosphere of earth

"So where are we headed if you don't mind me asking?"

"To visit the very source of my powers!"

"So we're visiting the great wizard of Oz?" Peter, "Oh I always wanted a pair of red heels to defeat the evil witch I can't wait."

The silver man looked back at him, "We are going to see Galactus!"

"Wait! Hold on! Time out! We talking about _the_ Galactus…the devourer of worlds Galactus? That Galactus?"

"Affirmative."

"I should have brought my casket…"

Of course when he said that they were traveling hyper speed breaking the light barrier.

* * *

Coming out of light speed, Peter felt like he was going to puke, "Oh I knew I shouldn't eaten that burrito…"

"A temporary motion sickness it will pass…"

"Says you, you better hope that food doesn't come up the same way it came down..." His stomach started to rumble, "Too late…"

Putting his hand to his mouth, he let go of Surfers shoulders shifting his weight behind and barfed. Surfer was disgusted as he grimaced as the content of his stomach came up.

"Silverado!"

He turned to face the newest herald of his former master, "Nova, what are you doing here with the mighty one? Instead of searching for his next energy source?"

The golden fire girl replied, "Truth to tell I can't seem to get away…"

"Ugh…I knew eating that burrito was going to be a bad idea…huh?" He looked to see a golden female floating in front of him, "Oh hey it's you…Frankie how you doing?"

"Do I know you?" She asked suddenly a purple energy surrounded her, "Uh oh here I go again!"

'_Nova out of control like this?" _ Both heroes followed her around Galactus space ship to witness the reversal of the ship in other words; they saw the ship cables restoring life to the planet down.

"I've seen this before done to Harmony…"

"So I'm guessing this the time reversal affect you were talking about?"

"Indeed."

They flew up to greet the devour of worlds to be greeted once again by Nova, "Galactus I and the Champion of Earth come with a purpose must urgent!"

The giant looked down upon his former herald, "Former herald why are you free when I the unconquerable Galactus creed uncontrollably through time? Are you the cause of which I've become ensnared?!"

"Now just hold on a minute Grizzly Adams!" Spider-Man spoke, "Silver boy wanted to seek your help for some strange reason and you are coming at him like it's his fault your out of control?"

"Who are you mortal that dares speak to Galactus that way? Are you also with my former herald!?" He boomed

"The names Spider-Man! Surfer over here came to my planet seeking for help because of something that is happening to the universe and he wanted to know he knew anything about what the blazes is going on here!"

"LIES!" He reached for his control, "You both are free from the effects of time and will suffer my wrath for this burning hunger that is a upon me!"

A beam shot out from his helmet knocking both heroes onto his ship, spider-sense tingled as he flipped out of the way of the oncoming beam. Surfer was the unlucky one as he was hit multiple times.

"Hey pick on someone your own size you big palooka!" Peter charged his fist sending a massive energy beam towards the devourer.

"You dare puny mortal!" Galactus shot two massive beams from his eyes towards the wall crawler. In his defense Spidey shielded himself from the beams unknowing to him his body was absorbing the beams.

When it was over Galactus was in shock, "Impossible none shall who seem me use my power cosmic has ever lived to tell the tale!"

"Well then there is a first time for everything!"

* * *

Somewhere else in the deep space

"Do you remember on how your perfidy brought me?" The hulking figure said to the stone image of death, "Abandon I sough to abort my mission to the far reaches of space and in so doing found myself fascinated by this destructive force! That I had to study it."

He saw from the window of his space ship, a sphere of pure energy, "My experiments confirmed that this was inter-dimensional Nexus." He punched buttons that fired a beam into the nexus, as he continued to say, "The source of all energy everywhere…because of the primal nature of the energy here…it's woven with time making it possible for me to manipulate the one by controlling the other."

"No applause Lady Death?" the man turned to look at the stone, "No praise for my achievement? What do I have to do to win you?!"

He turned briefly as if the stone talked to him, "What did you say my lady? Your right…"

He walked towards the control, "I cannot continue my scatter shot approach. I must contain the entire fountainet by destroying the entire universe at once!"

The shield covered the ship as it went into the nexus.

* * *

Meanwhile

Silver Surfer and Spider-Man were dodging or blocking Galactus beams of death while returning fire on the devourer of worlds. Enraged was the world eaters as he was hungry.

Nova was biting her nails watching as the Silver Surfer dodged and weaved out of the beams. She had enough when Surfer was hit "Galactus stop!"

She fired her own fire projectiles in order for him to take a hint, unfortunately this displeased he master.

"Nova my herald you dare take the prodigal one's treacherous side?!" He boomed firing his laser vision upon the girl

Spidey spun his web pulling the said girl to safety while Surfer took the blunt force of impact.

"Surfer!" She cried

Kneeling next to him she checks him out to make sure that he was okay, the silver man groaned in pain notifying her that he was still breathing. Angrily she stared at her master, "Treachery! The only treachery here is yours! The last time you saw the Surfer he saved your life! He's not your enemy!"

Galactus stood towering over them as the giant his was, "When the great hunger is upon me all creatures are enemies! And no one else knows better than you my dear Nova and my daughter Galacta."

The trio froze when he declared that statement, Spider-Man was thrown in for a loop, Nova shook her head as if she didn't hear that right, and Surfer was in puzzlement.

"The mighty one has a daughter?" He paused letting that sink in, "Most illogical turn of events."

"A guy your size has daughter!" Spider-Man said pointing an accusing finger at the giant, "I can only imagine the mother she must big as whale in order for you to fit and have a child."

"You dare mock me mortal!"

Right when the giant was about to unleash his fury he began to talk in reverse and the actions that took place were now reversed. Surfer and Spidey were at distance watching this event unfold with new events. Surfer and Spidey deducted that Galactus and Nova were not going to be able to help. Not to mention poor Nova was scared out of her mind for she knew that if Galactus hunger was not sated the crazier and anger he gets.

"I think it's about we left don't you?"

"I must agree with you Spider-Man we must continue forward only I don't know where else to go in order to stop this madness that fall upon all creation." Surfer said solemnly

"I came to seek my former masters help only to find that he too is trap by the time reversal." He gazed upon a disappearing, "Look the Kirby-Lee Quadrant! Once home to millions of planets is now a victim of time reversal!"

He sensed it too, "I know all those lives taken for what reason! I feel everything disappearing all at once."

Suddenly a field of energy appeared in front of him, "You must hurry Silver Surfer and Spider-Man! Eternity is almost out of time!"

"Whoa…I thought there was only one God not…" Peter stated

"There is one God who is supreme above all the others who has created all of creation. We are known as cosmic entities but enough of that you two must hurry!" Infinity said

"Eternity, Infinity I know you dare not use your power directly but guide us to where this madmen is while you still can before it's too late!"

"Who is this maniac who is reversing all of time?" Spider-man requested, "I see images but I can't figure out who this person is!"

"You will find out who the figure is, now go!" Eternity lifted his hand then stuck both Spider-Man and Silver Surfer through his chest. They saw it all of time and creation reversing back to their original state as they flew through.

The more they saw, the angrier they got it got to the point where both their worlds were lifeless and void.

"My world…Zenn-La, Shalla-Bal my love…this cannot go on!" Surfer clenched his fist in anger, "For the first time in my life since I became the Silver Surfer do I understand why…the Universe needs me."

"Hey pal don't forget your friendly neighborhood Spider-Man, you dragged me into this mess Surfer and get out of it." Surfer nodded his head in appreciation, "You know my uncle always been telling me; 'With Great power, Comes great responsibility' I always took those words to heart but now I understand that I have been given Ultimate power and Ultimate responsibility not just for myself but for all the universe. We will not fail them…"

"Your uncle will be proud at what you are doing but now it is time to put an end to this madness."

"Though I do have a question what will we do when we face this guy I mean I barely have control over my powers."

Surfer was thinking long and hard, "When we do finish this fight I make sure that you know the secrets of power cosmic but it will require you to join me in the far reaches of the galaxy." They flew towards the spikey bubble.

"Never have I seen so much energy!" He placed a hand on it but it shocked them to back away, "This must be the force that stopped all creation."

"Well let's start bursting this thing until it burst like a piñata!"

Surfer looked at Spidey, "A what?"

"You know a piñata…the thing that you hang above the floor…" he made a motion with hands describing the object he was trying to make Surfer picture in his mind, "Spin a person around and they try to take a whack at it…"

Surfer blinked at him, only starting him down with a blank expression on his face as he tilts his head to the side.

"You know what forget I said anything, let's just pop this thing."

Surfer proceed to blast the enormous ball of energy and so did Spider-Man, they struck it a few more times before a ship came out of it.

"Well then I guess we now know what the cause of the destruction of the universe. Do you think we should knock to see if they would want Girl Scout cookies? They are very deliciousness."

A floating head appeared in front of the skull ship, "You wish to stop me man of Zenn-La?"

"Thanos!" Surfer said enraged, "You are the cause for this destruction!"

"Indeed…"

"Oh I knew it we were visiting the Great Wizard of Oz! Now where is Glinda the Good Witch of the North to hand me the pair of magic ruby slippers?"

Both men looked at the wall crawler in confusion as if to say 'what in the blazes are you talking about?' Ignoring the man in the rear of the Surfers board Thanos turned his attention to Silver Surfer.

"Are so you ignorant that you do not know? You haven't chance…HAHAHAHAHAHA…"

"Wow that evil laugh will even put Norman Osborn to shame." Spidey said as Silver powered up his fist with cosmic energy. When both beams collided there was a massive explosion and everything went black as the last thing they heard was Thanos sinister laugh echoing into the emptiness of the void.

Unknown to the trio there was a source of light beyond intense that illuminated the universe watched from afar as majestically He said, **"Your pride Thanos will be your downfall. Pride was the downfall of Lucifer from the beginning when I created the heavens and the earth and all those who live in the universe. Fear not Norrin Radd and Peter Parker for this day I will deliver you Thanos into your hands."**

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**LXD: And I'm back with another chapter and to tell you the truth this one was a bit hard to write and not just because what I had to write but also because I needed to get everything ready for college, create a portfolio and I apologize for the lateness but hopefully this chapter will be worth it. If you are waiting for me to upload other chapters for the spider-verse fanfiction, all I ask is to have a bit of patients with me I'm doing online work for college and it's not easy to balance work, college and this. In other words we have a winner for DC Spider-Man story so you voted for your favorite DC girl so without further delay the results are in. The winner for the pairing for DC Spider-Man is Zatanna with 38% of the votes. Comment, rate, subscribe…**


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